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Registered Number:SC204742 WELLTEC (UK) LTD. ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
WELLTEC (UK) LTD.
COMPANY INFORMATION
Directors | P S Kristensen
| P Hansen
Company secretary | Burness Paull LLP
Registered number | SC204742
Registered office | Marine House 5b International Avenue
| A B Z Business Park
| Dyce
| Aberdeen
| AB21 0BH
Independent auditor | Anderson Anderson & Brown Audit LLP
| Kingshill View
| Prime Four Business Park
| Kingswells
| Aberdeen
| AB15 8PU
WELLTEC (UK) LTD.
CONTENTS
| Page
Strategic report | 1
Directors' report | 2
Directors' responsibilities statement | 3
Independent auditor's report | 4 - 7
Statement of comprehensive income | 8 - 9
Balance sheet | 9
Statement of changes in equity | 10
Notes to the financial statements | 11 - 25
WELLTEC (UK) LTD.
STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The principal activities of the company continued to be the provision of innovative downhole support for the oil and gas industry and the provision of manning services to other group companies.
Business review
The directors are satisfied with the results for the year. Market conditions were favourable, our clients continued to request our services and products at an all time high level and our organisation delivered very strong service quality and safety.
Principal risks and uncertainties
The principal risks and uncertainties facing the company are as follows - Market and economic risk The oil and gas industry is cyclical and while demand for Welltec's products and services is primarily dependent on customer's operating expenditures, demand for Welltec's products and services also depends somewhat on the capital expenditures of customers. A decrease in operating expenditures may have adverse effects on Welltec's revenue and profits in the shorter term, while a decrease in the capital expenditures may have adverse effects Foreign exchange risk The company manages its exposure to fluctuations in foreign currency through appropriate treasury management and access to funds from the ultimate parent company, Welltec AS. Credit risk The company's credit risk is primarily attributable to its trade receivables. The amounts presented in the Statement of Financial Position are net of any provisions for doubtful debtors. The nature of the business is that revenue is concentrated towards a small number of key customers. Credit risk is managed through maintaining close client relationships and monitoring of credit terms. Liquidity risk Budgets and forecasts are prepared and reviewed by management to aid with identifying liquidity requirements.
Financial key performance indicators
The board of directors consider the key financial performance indicators to be revenue, gross margin and profitability at EBITDA level. This report was approved by the board and signed on its behalf.
P Hansen Director
Date: 8 December 2025
Page 1
WELLTEC (UK) LTD.
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors present their report and the financial statements for the year ended 31 December 2024.
Results and dividends
The profit for the year, after taxation, amounted to £40,280 (2023 - £1,445,820). Ordinary dividends of £Nil (2023 - £Nil) were declared during the year.
Directors
The directors who served during the year were:
P S Kristensen
P Hansen
Future developments
Going into 2025, we continue to experience very strong demand for our industry-leading intervention and competition technologies.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the company since the year end.
Auditor
A resolution to appoint AAB Audit & Accountancy Limited as auditor of the company will be proposed at the next general meeting. This report was approved by the board and signed on its behalf.
P Hansen Director
Date: 8 December 2025
Page 2
WELLTEC (UK) LTD.
DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors are responsible for preparing the Strategic report, the Directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 3
WELLTEC (UK) LTD.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WELLTEC (UK) LTD.
Opinion
We have audited the financial statements of Welltec (UK) Ltd. (the 'company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Page 4
WELLTEC (UK) LTD.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WELLTEC (UK) LTD. (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, 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.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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. Page 5
WELLTEC (UK) LTD.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WELLTEC (UK) LTD. (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation. We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be: We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation. We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be: ∙Management override of controls to manipulate the company’s key performance indicators to meet targets; ∙Timing and completeness of revenue recognition; ∙Management judgement applied in calculating provisions; and ∙Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading. Our audit procedures to respond to these risks included: ∙Testing of journal entries and other adjustments for appropriateness; ∙Evaluating the business rationale of significant transactions outside the normal course of business; ∙Reviewing judgements made by management in their calculation of accounting estimates for potential management bias; ∙Enquiries of management about litigation and claims and inspection of relevant correspondence; ∙Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations; and ∙Performing a disclosure checklist on the financial statements to ensure Companies Act 2006 requirements are satisfied. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditor's report. Page 6
WELLTEC (UK) LTD.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WELLTEC (UK) LTD. (CONTINUED)
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Derek Mair (Senior statutory auditor) for and on behalf of Anderson Anderson & Brown Audit LLP Statutory Auditor Kingshill View Prime Four Business Park Kingswells Aberdeen AB15 8PU 9 December 2025 Page 7
WELLTEC (UK) LTD.
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | £ | £
Turnover | 4 | 17,225,835 | 11,641,187
Cost of sales |  | (14,875,999) | (7,382,815)
Gross profit |  | 2,349,836 | 4,258,372
Administrative expenses |  | (2,321,442) | (2,680,919)
Other operating income | 5 | - | 105,975
Operating profit | 6 | 28,394 | 1,683,428
Interest receivable and similar income | 9 | 97,080 | 105,341
Interest payable and similar expenses | 10 | (74,456) | (145,179)
Profit before tax |  | 51,018 | 1,643,590
Tax on profit | 11 | (10,738) | (197,770)
Profit for the financial year |  | 40,280 | 1,445,820
The notes on pages 11 to 25 form part of these financial statements.
Page 8
WELLTEC (UK) LTD.
BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 12 |  | 1,580,841 |  | 1,976,270
|  |  | 1,580,841 |  | 1,976,270
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 13 | 7,847,692 |  | 4,501,423 |
Cash at bank and in hand | 14 | 215 |  | 442 |
|  | 7,847,907 |  | 4,501,865 |
Creditors: amounts falling due within one year | 15 | (5,822,238) |  | (2,668,878) |
Net current assets |  |  | 2,025,669 |  | 1,832,987
Total assets less current liabilities |  |  | 3,606,510 |  | 3,809,257
Creditors: amounts falling due after more than one year | 16 |  | (1,495,019) |  | (1,761,893)
|  |  | 2,111,491 |  | 2,047,364
Net assets |  |  | 2,111,491 |  | 2,047,364
Capital and reserves |  |  |  |  |
Called up share capital | 18 |  | 1 |  | 1
Profit and loss account |  |  | 2,111,490 |  | 2,047,363
|  |  | 2,111,491 |  | 2,047,364
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
P Hansen
Director
Date: 8 December 2025
The notes on pages 11 to 25 form part of these financial statements. Page 9
WELLTEC (UK) LTD.
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2023 | 1 | 601,543 | 601,544
Comprehensive income for the year |  |  |
Profit for the year | - | 1,445,820 | 1,445,820
At 1 January 2024 | 1 | 2,047,363 | 2,047,364
Comprehensive income for the year |  |  |
Profit for the year | - | 40,280 | 40,280
Currency translation differences | - | 23,847 | 23,847
At 31 December 2024 | 1 | 2,111,490 | 2,111,491
| The notes on pages 11 to 25 form part of these financial statements.
Page 10
WELLTEC (UK) LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Welltec (UK) Ltd. is a private limited company registered in the United Kingdom. The registered office is Marine House 5b International Avenue, A B Z Business Park, Dyce, Aberdeen, Scotland, AB21 0BH. The principal activities of the company continued to be the provision of innovative downhole support for the oil and gas industry and the provision of manning services to other group companies. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006. The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 101 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemptions under FRS 101: ∙the requirements of IFRS 7 Financial Instruments: Disclosures ∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers ∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of: - paragraph 73(e) of IAS 16 Property, Plant and Equipment; - paragraph 118(e) of IAS 38 Intangible Assets; - paragraphs 76 and 79(d) of IAS 40 Investment Property; and ∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements ∙the requirements of IAS 7 Statement of Cash Flows ∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors ∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures ∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member This information is included in the consolidated financial statements of Welltec A/S as at 31 December 2024 and these financial statements may be obtained from www.cvr.dk. Page 11
WELLTEC (UK) LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Going concern
The financial statements show that as at 31 December 2024 the company has net current assets of £2,025,669 (2023 - £1,832,987). However, included within this is an intercompany creditor of £4,169,532 (2023 - £1,289,541) which has no set repayment terms. The directors, having made due and careful enquiry, are of the opinion that the company has adequate working capital to execute its operations over the next 12 months. The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: The company has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the company adjusts the transaction prices of these contracts for the time value of money. Sale of goods Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the company and the customer. A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due. Revenue from contracts for the rendering of services is recognised based upon the stage of completion of the contract, as certain performance obligations are satisfied. The sage of completion of the contract is determined as follows: Installation fees are recognised by reference to the stage of completion of the installation, determined as the proportion of the total time expected to install that has elapsed at the balance sheet date: Servicing fees included in the price of products sold are recognised by reference to the proportion of the total cost of providing the service for the product sold, taking into account historical trends in the number of services actually provided on past good sold: and Revenue from time and material contracts is recognised at the contractual rates as labour hours are delivered and direct expenses are incurred. Revenue from equipment leasing is recognised on a straight line basis over the term of the lease. Page 12
WELLTEC (UK) LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.5 | Leases
The company as a lessee The company assesses whether a contract is or contains a lease, at inception of a contract. The company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the company uses its incremental borrowing rate. The incremental borrowing rate would be based on the estimated external rate of borrowing at inception of the lease. Lease payments included in the measurement of the lease liability comprise: ∙fixed lease payments (including in-substance fixed payments), less any lease incentives; The lease liability is included in 'Creditors' on the Balance sheet. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The right-of-use assets are included in the 'Tangible Fixed Assets' in the Balance sheet. The company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.12. As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The company has used this practical expedient. Page 13
WELLTEC (UK) LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.6 | Operating leases: the company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.7 | Research and development
Research and development expenditure is written off to the profit and loss account as incurred.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.9 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.10 | Pensions
The Company contributes to 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 Balance sheet. The assets of the plan are held separately from the company in independently administered funds.
| 2.11 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
| 2.12 | 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. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Page 14
WELLTEC (UK) LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.12 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | 3-5 years straight line
|  |  |  | Fixtures and fittings | - | 3-5 years straight line
|  |  |  | Right of use assets | - | Over lease term
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.
| 2.13 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.14 | 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.
| 2.15 | Creditors
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Page 15
WELLTEC (UK) LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.16 | Financial instruments
The company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The company's accounting policies in respect of financial instruments transactions are explained below: Financial assets and financial liabilities are initially measured at fair value. Financial assets All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets. Fair value through profit or loss All of the company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. Financial liabilities Fair value through profit or loss Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship. At amortised cost Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability. Financial assets and financial liabilities are initially measured at fair value. All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets. Page 16
WELLTEC (UK) LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at Balance Sheet date, and the amounts reported during the year for revenue and costs. However, the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The following judgements and estimates have had the most significant impact on the amounts recognised in the financial statements: Recoverability of trade debtors and intercompany debtors The company makes an estimate of the recoverable value of trade and other debtors at the balance sheet date. When assessing recoverability of such balances, management considers factors including history of cash collection, current trading performance as well as credit rating of the debtor and ageing profile of the outstanding balances. The company applies IFRS 9 simplified approach to measuring expected losses. Leases The company has utilised a discount rate of 4.27%, 4.04% and 3.54% on its leased right of use assets on adoption of IFRS 16. This has been determined by review of the finance available to the company on a market rate basis, and represents its estimated incremental borrowing rate.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Rendering of service and sale of goods | 17,225,835 | 11,641,187
|  | 17,225,835 | 11,641,187
| No geographical analysis of turnover is presented in the financial statements as the directors believe that this could be prejudicial to the best interests of the company.
5. | Other operating income
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other operating income | - | 105,975
|  | - | 105,975
Page 17
WELLTEC (UK) LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 452,177 | 461,081
| Exchange differences | 46,080 | (2,397)
7. | Auditor's remuneration
| During the year, the company obtained the following services from the company's auditor:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the company's auditor for the audit of the company's financial statements | 21,000 | 20,000
8. | Employees
| Staff costs were as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Wages and salaries | 2,325,389 | 2,422,120
| Social security costs | 284,566 | 266,434
| Cost of defined contribution scheme | 101,987 | 122,639
|  | 2,711,942 | 2,811,193
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Operations | 20 | 25
|  | Admin | 12 | 12
|  |  | 32 | 37
Page 18
WELLTEC (UK) LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
9. | Interest receivable
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other interest receivable | 97,080 | 105,341
|  | 97,080 | 105,341
10. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Share of associates | - | 59,412
| Interest on lease liabilities | 74,456 | 85,532
| Other interest payable | - | 235
|  | 74,456 | 145,179
11. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 3,454 | 380,592
| Adjustments in respect of previous periods | 7,284 | (182,822)
| Taxation on profit on ordinary activities | 10,738 | 197,770
Page 19
WELLTEC (UK) LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 51,018 | 1,643,590
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%) | 12,755 | 386,573
| Effects of: |  |
| Expenses not deductible for tax purposes | 11,107 | 8,051
| Capital allowances for year in excess of depreciation | (20,531) | (11,965)
| Adjustments to tax charge in respect of prior periods | 7,284 | (182,822)
| Other timing differences | 123 | (2,067)
| Total tax charge for the year | 10,738 | 197,770
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 20
WELLTEC (UK) LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | Tangible fixed assets
|  | Plant and machinery | Fixtures and fittings | Right of use assets - property, plant and equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2024 | 431,949 | 257,660 | 2,764,408 | 3,454,017
| Additions | 138,650 | - | 19,361 | 158,011
| Disposals | (34,638) | (91,361) | (874,399) | (1,000,398)
| At 31 December 2024 | 535,961 | 166,299 | 1,909,370 | 2,611,630
| Depreciation |  |  |  |
| At 1 January 2024 | 383,874 | 134,579 | 959,294 | 1,477,747
| Charge for the year on owned assets | 29,337 | 29,118 | 393,722 | 452,177
| Disposals | (34,638) | (91,361) | (773,136) | (899,135)
| At 31 December 2024 | 378,573 | 72,336 | 579,880 | 1,030,789
| Net book value |  |  |  |
| At 31 December 2024 | 157,388 | 93,963 | 1,329,490 | 1,580,841
| At 31 December 2023 | 48,075 | 123,081 | 1,805,114 | 1,976,270
| The net book value of tangible fixed assets includes £1,310,129 (2023 - £1,805,114) in respect of assets held under lease agreements. The depreciation charge in respect of assets under lease agreements amounted to £393,722 (2023 - £421,667).
Page 21
WELLTEC (UK) LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | 2,957,345 | 1,070,430
| Amounts owed by group undertakings | 2,424,550 | 1,629,468
| Other debtors | 189,166 | 65,040
| Prepayments and accrued income | 2,276,631 | 1,736,485
|  | 7,847,692 | 4,501,423
| Amounts owed by fellow group companies are unsecured, interest free and repayable on demand.
14. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Cash at bank and in hand | 215 | 442
|  | 215 | 442
| Included within amounts owed by group undertakings is £2,001,703 (2023 - £1,082,098) relating to a cash pool arrangement.
15. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 128,700 | 91,508
| Amounts owed to group undertakings | 4,975,215 | 1,289,541
| Corporation tax | - | 188,717
| Other taxation and social security | 80,866 | 75,464
| Lease liabilities | 239,323 | 240,403
| Accruals and deferred income | 398,134 | 783,245
|  | 5,822,238 | 2,668,878
| Amounts owed to fellow group companies are unsecured and repayable on demand.
Page 22
WELLTEC (UK) LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
16. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Lease liabilities | 1,495,019 | 1,761,893
|  | 1,495,019 | 1,761,893
17. | Leases
| Analysis of finance leases
| Lease obligations reflect the capitalisation of obligations by the business under IFRS 16.
| Contractual undiscounted cash flows are due as follows:
|  |  |  | 2024 | 2023
|  |  |  | £ | £
| Not later than one year | 239,323 | 240,403
| Between one year and five years | 1,031,081 | 936,397
| Later than five years | 463,937 | 825,496
|  | 1,734,341 | 2,002,296
| The following amounts in respect of leases, where the company is a lessee, have been recognised in profit or loss:
|  |  |  | 2024 | 2023
|  |  |  | £ | £
| Interest expense on lease liabilities | 74,456 | 85,532
| Depreciation on right-of-use assets | 393,722 | 421,667
| Lease obligations are secured over the assets they relate to.
18. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2023 - 1) Ordinary share of £1.00 | 1 | 1
Page 23
WELLTEC (UK) LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
19. | Contingent liabilities
The company is a guarantor, together with other subsidiaries, covering Welltec International ApS’ 8.25% Senior Secured Notes. The notes have a principal amount of USD 234,830,000, of which Welltec International ApS holds a principal amount of USD 72,148,000 as treasury notes as of 31 December 2024. Further, the company is a guarantor, together with other subsidiaries, covering Welltec International ApS’ Revolving Credit Facility (RCF). The total available credit facility amounts to USD 40 million. As of 31 December 2024, USD 31.7 million remains available under the credit facility.
20. | Capital commitments
As at 31 December 2024 the Company had capital commitments amounting to £Nil (2023 - £Nil).
21. | Pension commitments
Defined contribution pension scheme The company contributes to a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. The total costs charged to income in respect of defined contribution plans is £101,987 (2023: £122,639). As at December 2024, contributions of £19,822 (2023: £19,987) due in respect of the current reporting period had not been paid over to the schemes and are included in accruals.
22. | Commitments under operating leases
| At 31 December 2024 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Not later than 1 year | 10,558 | 9,272
| Later than 1 year and not later than 5 years | 2,862 | 8,650
|  | 13,420 | 17,922
23. | Related party transactions
| The company has taken advantage of the exemption under FRS 101 not to disclose transactions with fellow wholly owned members of the group.
Page 24
WELLTEC (UK) LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
24. | Controlling party
The company's immediate parent company is Welltec A/S, which is incorporated in Denmark and heads the smallest group into which the results of the company are consolidated. The company's ultimate parent company is Welltec International ApS which is incorporated in Denmark and heads the largest group into which the results of the company are consolidated. Copies of the financial statements for both Welltec A/S and Welltec International ApS can be found at www.cvr.dk.
Page 25