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REGISTERED NUMBER: 09864787 (England and Wales)











GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024

FOR

TK GROUP HOLDINGS LIMITED

TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Statement of Directors' Responsibilities 5

Independent Auditors' Report 6

Consolidated Statement of Income and Retained Earnings 8

Consolidated Balance Sheet 9

Company Balance Sheet 10

Consolidated Cash Flow Statement 11

Notes to the Consolidated Financial Statements 12


TK GROUP HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024







DIRECTORS: T Kardaras
K Wood





REGISTERED OFFICE: 15 West Street
Brighton
East Sussex
BN1 2RL





BUSINESS ADDRESS: Liberty Space
15 Cromarty Campus
Rosyth
KY11 2YB





REGISTERED NUMBER: 09864787 (England and Wales)





AUDITORS: Galloways Accounting
Statutory Auditors
15 West Street
Brighton
East Sussex
BN1 2RL

TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

GROUP STRATEGIC REPORT
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024


The directors present their strategic report of the company and the group for the period 1 April 2023 to 30 September 2024.

REVIEW OF BUSINESS
The group's revenue is principally derived from dental services provided to patients under NHS contracts whilst also servicing private individuals. All practices operate solely within Scotland under an Associate-led model.

The Group experienced revenue growth of £3.4m being 60% on prior year results. This is due to a long period. Adjusting the results show a revenue growth of 7% on the previous results. This is partly reflective of continued recovery from the decreased demand during the Covid 19 pandemic. This is also reflective of the Group's strategy to fill capacity being achieved as well as increasing capacity.

Earnings before interest, tax, depreciation and amortisation ("EBITDA") is a key performance indicator for management. In the year, EBITDA was £1.7m (2023:£1.4m) which reflects the Group's growth and continued investment in its team and infrastructure.

PRINCIPAL RISKS AND UNCERTAINTIES
The key risks that could most impact the group's business activities are:

Clinical standards

The group is committed to providing high quality treatment and care to its patients. The Group monitors standards across all of its practices and is periodically inspected by the NHS local Health Boards.

Associates

The group relies on its workforce to provide a high standard of service. Failure to attract, retain and develop associates could impact the quality and delivery of our services. The Group has a number of policies and procedures in place to ensure the highest level of associates are recruited and retained. The Group also continues to look domestically and overseas for the recruitment of associates.

Liquidity

The Group monitors its expected cash flow requirements on regular basis. By ensuring the Group remains well financed, by reviewing short term cash flow needs and considering the commitments made to the Group's banking partners, the Director ensures that the Group continues to meet its obligations as they fall due.

The significant key performance indictors used by the Group include the following:

2024 2023

Turnover £9.1m £5.7m Strong growth reflective of the companies ability to fill
capacity

EBITDA £1.7m £1.4m Increase primarily obtained through utilisation of spare
capacity of fixed costs of sales

EBITDA % 18.1% 24.4% Remains above reported industry averages of around 17%
for associate led practices

Cash generated from operations £1.7m £1.5m As with EBITDA: Increase primarily obtained through
utilisation of spare capacity of fixed costs of sales

The group has a number of other non-numerical key measures including results of local NHS Health board inspections and patient experience.


TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

GROUP STRATEGIC REPORT
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024

FUTURE DEVELOPMENTS
The group will continue to operate business as usual and prioritise delivering high standards of service, while monitoring the impact of global economic uncertainty, responding to changes as required.

GOING CONCERN
The directors regularly monitor performance of the group with detailed focus on profitability and cash generation. This focus on profitability and cash generation allows the director to make informed judgements about the operations of the group and as a result, to ensure its long-term performance.

At the year end, the group had net current assets of £0.9m (2023:£0.6m). Included within the liabilities is a balance of £3.6m due to the director shareholder. In 2023 this director provided a formal loan agreement on £1.5m of this balance such that it is reflected in non current liabilities. Whilst the remaining balance of £2m on the current director's loan is due on demand, the director-shareholder has indicated that this balance will only be drawn to the extent that the group's cash flows can support the repayment.

The group holds significant cash reserves and since the year end, it has continued to be both profitable and cash generative.

Based on the directors' expectation of future performance, it is anticipated that the group will be able to meets its obligations as they fall due for the foreseeable future and beyond. As a result of this, these financial statements have been prepared on a going concern basis.

ON BEHALF OF THE BOARD:





T Kardaras - Director


8 August 2025

TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

REPORT OF THE DIRECTORS
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024


The directors present their report with the financial statements of the company and the group for the period 1 April 2023 to 30 September 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year was that of operating dental practices. The principal activity of the company in the year was that of a holding company.

DIVIDENDS
The directors recommended and paid a final dividend of £100,000 per share.

The total distribution of dividends for the period ended 30 September 2024 was £100,000

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

T Kardaras
K Wood

DISCLOSURE IN THE STRATEGIC REPORT
Matters required by Schedule 7 of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 have been included in the Strategic Report in accordance with s.414c(11) of the Companies Act 2006, including Future Developments.

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors,Galloways Accounting, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





T Kardaras - Director


8 August 2025

TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

STATEMENT OF DIRECTORS' RESPONSIBILITIES
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024


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.

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
TK GROUP HOLDINGS LIMITED


Opinion
We have audited the financial statements of TK Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 September 2024 which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Cash Flow Statement and 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 30 September 2024 and of the group's profit for the period 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, the Report of the Directors and the Statement of Directors' Responsibilities, but does not include the financial statements and our Auditors' Report 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.

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 five, 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.

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
TK GROUP HOLDINGS 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 an Auditors' 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.

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

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. Based on our understanding of the company and industry, we considered the risk of non-compliance with laws and regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls).

Audit procedures performed included:

- Enquiring of management whether there were instances of non-compliance with laws and regulation or fraud;
- Review of legal expenses for evidence of fees relating to non-compliance;
- Challenging assumptions and judgements made by management in determining significant accounting estimates to ensure not
influenced by management bias;
- Review of non-routine journal entries, non-sales bank receipts and non-purchase bank payments for unusual accounting
entries; and
- Cut off procedures to confirm that revenue from goods and services had been recognised as revenue in the correct period.
- Substantive procedures to expenses and expense related liabilities were valid and complete

There are inherent limitations in the audit procedures described above. Because of these inherent limitations, 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 Auditors' Report.

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 Auditors' 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.




Christian Heeger Bsc FCA (Senior Statutory Auditor)
for and on behalf of Galloways Accounting
Statutory Auditors
15 West Street
Brighton
East Sussex
BN1 2RL

8 August 2025

TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

CONSOLIDATED
STATEMENT OF INCOME AND
RETAINED EARNINGS
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024

Period
1.4.23
to Year Ended
30.9.24 31.3.23
Notes £    £   

TURNOVER 4 9,129,435 5,712,405

Cost of sales (6,314,988 ) (3,511,063 )
GROSS PROFIT 2,814,447 2,201,342

Administrative expenses (2,055,510 ) (1,373,656 )
758,937 827,686

Other operating income 17,973 19,311
OPERATING PROFIT 6 776,910 846,997

Interest receivable and similar income 112,611 28,641
889,521 875,638

Interest payable and similar expenses 8 (308,349 ) (91,035 )
PROFIT BEFORE TAXATION 581,172 784,603

Tax on profit 9 (353,792 ) (236,933 )
PROFIT FOR THE FINANCIAL PERIOD 227,380 547,670

Retained earnings at beginning of period 1,657,895 1,110,225

Dividends 11 (100,000 ) -

RETAINED EARNINGS FOR THE GROUP AT
END OF PERIOD

1,785,275

1,657,895

Profit attributable to:
Owners of the parent 227,380 547,670

TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

CONSOLIDATED BALANCE SHEET
30 SEPTEMBER 2024

2024 2023
Notes £    £   
FIXED ASSETS
Intangible assets 12 1,998,401 2,711,995
Tangible assets 13 1,055,510 798,345
Investments 14 - -
3,053,911 3,510,340

CURRENT ASSETS
Stocks 15 16,000 13,000
Debtors 16 537,122 489,568
Cash at bank and in hand 3,160,660 2,921,945
3,713,782 3,424,513
CREDITORS
Amounts falling due within one year 17 (2,852,525 ) (2,829,724 )
NET CURRENT ASSETS 861,257 594,789
TOTAL ASSETS LESS CURRENT LIABILITIES 3,915,168 4,105,129

CREDITORS
Amounts falling due after more than one year 18 (2,041,868 ) (2,406,833 )

PROVISIONS FOR LIABILITIES 21 (88,024 ) (40,400 )
NET ASSETS 1,785,276 1,657,896

CAPITAL AND RESERVES
Called up share capital 22 1 1
Retained earnings 23 1,785,275 1,657,895
SHAREHOLDERS' FUNDS 1,785,276 1,657,896

The financial statements were approved by the Board of Directors and authorised for issue on 8 August 2025 and were signed on its behalf by:





T Kardaras - Director


TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

COMPANY BALANCE SHEET
30 SEPTEMBER 2024

2024 2023
Notes £    £   
FIXED ASSETS
Intangible assets 12 - -
Tangible assets 13 - -
Investments 14 5,224,996 5,224,996
5,224,996 5,224,996

CURRENT ASSETS
Debtors 16 1,736,091 2,677,827
Cash at bank 920,553 418,505
2,656,644 3,096,332
CREDITORS
Amounts falling due within one year 17 (2,098,611 ) (2,152,122 )
NET CURRENT ASSETS 558,033 944,210
TOTAL ASSETS LESS CURRENT LIABILITIES 5,783,029 6,169,206

CREDITORS
Amounts falling due after more than one year 18 (1,500,000 ) (1,500,000 )
NET ASSETS 4,283,029 4,669,206

CAPITAL AND RESERVES
Called up share capital 22 1 1
Retained earnings 23 4,283,028 4,669,205
SHAREHOLDERS' FUNDS 4,283,029 4,669,206

Company's (loss)/profit for the financial year (286,177 ) 892,188

The financial statements were approved by the Board of Directors and authorised for issue on 8 August 2025 and were signed on its behalf by:





T Kardaras - Director


TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024

Period
1.4.23
to Year Ended
30.9.24 31.3.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 25 1,718,919 1,534,060
Finance costs paid - (49,971 )
Tax paid (381,329 ) (170,132 )
Net cash from operating activities 1,337,590 1,313,957

Cash flows from investing activities
Purchase of tangible fixed assets (422,818 ) (37,371 )
Interest received 112,612 28,641
Net cash from investing activities (310,206 ) (8,730 )

Cash flows from financing activities
Loan repayments in year (380,320 ) (407,819 )
Interest paid (308,349 ) -
Equity dividends paid (100,000 ) -
Net cash from financing activities (788,669 ) (407,819 )

Increase in cash and cash equivalents 238,715 897,408
Cash and cash equivalents at beginning of
period

26

2,921,945

2,024,537

Cash and cash equivalents at end of period 26 3,160,660 2,921,945

TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024


1. STATUTORY INFORMATION

TK Group Holdings 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.

The presentation currency of the financial statements is the Pound Sterling (£) and has been rounded to the nearest pound.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The financial statements have been prepared under the historical cost convention.

The following subsidiaries included in the consolidated financial statements of TK Group Holdings Limited have taken advantage of the exemption from audit conferred by s479A of the Companies Act 2006:

- Blue Sky Dental Limited (Registered number 09971395)
- Corstorphine Dental Centre Limited (Registered number 09863968)
- Dr Kardaras Care Ltd (Registered number 05962720)


Reduced disclosures
The Company has taken advantage of the exemption from disclosing the following information in its company only accounts, as permitted by the reduced disclosure regime within FRS 102:

- Section 7 ‘Statement of Cash Flows’ - Presentation of a Statement of Cash Flow and related notes and disclosures;
- Section 33 ‘Related Party Disclosures’ - Compensation for key management personnel.

The financial statements of the Company are consolidated in these financial statements of TK Group Holdings Limited.

Reporting period
The financial statements are presented for a period of 18 months from 1 April 2023 to 30 September 2024 following the extension of the company's accounting reference date for strategic purposes. As a result, the amounts presented in the comparative period are not comparable to those in the current period.

Basis of consolidation
The consolidated financial statements incorporate those of TK Group Holdings Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All inter-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The cost of a business combination is the fair value at the acquisition date, of the assets given, equity instruments issued and liabilities incurred or assumed, plus directly attributable costs. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

Going concern
The directors regularly monitor performance of the group with detailed focus on profitability and cash generation. This focus on profitability and cash generation allows the director to make informed judgements about the operations of the group and as a result, to ensure its long-term performance.

At the year end, the group had net current assets of £0.9m (2023:£0.6m). Included within the liability is a balance of £3.6m due to the director shareholder. In 2023 this director provided a formal loan agreement on £1.5m of this balance such that it is reflected in non current liabilities in 2024. Whilst the remaining balance of £2m on the current director's loan is due on demand, the director-shareholder has indicated that this balance will only be drawn to the extent that the group's cash flows can support the repayment.

The group holds significant cash reserves and since the year end, it has continued to be both profitable and cash generative.

Based on the directors' expectation of future performance, it is anticipated that the group will be able to meets its obligations as they fall due for the foreseeable future and beyond. As a result of this, these financial statements have been prepared on a going concern basis.

TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024


2. ACCOUNTING POLICIES - continued

Turnover
Turnover represents the amounts chargeable for the delivery of dental services exclusive of VAT. NHS income is recognised on the volume of dental activity in the period and private income is recognised when the treatment is carried out.

Goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised over its expected life of 10 years.

Impairment tests are carried out on goodwill at the end of the first full financial year following acquisition and in subsequent years if events or changes in circumstances indicate that the carrying value may not be recoverable.

Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost or valuation of each asset to its estimated residual value on a straight line basis over its expected useful life, as follows:

Freehold property-50 years straight line
Short leasehold-Over the term of the lease
Improvements to property-Over the term of the lease
Fixtures and fittings-25% on reducing balance
Computer equipment-Straight line over 3 years

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

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

Financial instruments
The Group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102, in full, to all of its financial instruments.

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.

Basic financial assets and liabilities
Trade, group and other debtors (including accrued income) which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses.

A provision for impairment of debtors is established when there is objective evidence that the amounts due will not be collected according to the original terms of the contract. Impairment losses are recognised in profit or loss for the excess of the carrying value of the trade debtor over the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event occurring after the impairment loss was recognised, are recognised immediately in profit or loss.

Trade, group and other creditors (including accruals) payable within one year that do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being transaction price less any amounts settled.

Debt instruments are carried at amortised cost using the effective interest rate method.

Government grants
Government grants received by the company in respect of capital expenditure are taken to deferred income and released to the profit and loss account in line with the depreciation of their associated asset.

Taxation
Taxation for the period 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.


TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024


2. ACCOUNTING POLICIES - continued
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 period 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.

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.

Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the lease.

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies, the director is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is reviewed where the revision affects only that period, or in the period of the revision where the revision affects both current and future periods.

Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

Impairment of intangible assets and goodwill
The Group considers whether goodwill should be impaired. Where an indication of impairment of identified, the estimation of recoverable value of the cash generating units is tested. This requires the group to estimate the fair value less cost to sell or value in use.

Impairment of trade debtors
The basis for impairment of trade debt is based on the directors assessment of likely recoverable debt, factoring in in historic trends.

Dilapidation provisions
£2,500 of dilapidation provisions has been provided for in the accounts for each of the 4 leased practices. The properties are specifically designed to be leased as dental practices. In addition, the group has made significant improvements to each property. It is therefore, considered highly unlikely significant changes would be required upon lease termination.

4. TURNOVER

All turnover is attributable to the principal activity of the Group wholly undertaken in the United Kingdom.

5. EMPLOYEES AND DIRECTORS
Period
1.4.23
to Year Ended
30.9.24 31.3.23
£    £   
Wages and salaries 1,510,691 892,489
Social security costs 91,725 55,242
Other pension costs 24,018 13,046
1,626,434 960,777

TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024


5. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the period was as follows:
Period
1.4.23
to Year Ended
30.9.24 31.3.23

Direct 46 48
Administration 8 8
54 56




Period
1.4.23
to
30.9.24





Year Ended
31.3.23
£ £
Directors' remuneration 78,894 55,691
Directors' pension contributions to money purchase schemes 1,677 1,088

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1



6. OPERATING PROFIT

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

Period
1.4.23
to Year Ended
30.9.24 31.3.23
£    £   
Depreciation - owned assets 164,995 72,587
Loss on disposal of fixed assets 586 -
Goodwill amortisation 713,594 475,728
Foreign exchange differences (3,182 ) -
Government grants (17,974 ) (19,311 )

7. AUDITORS' REMUNERATION
Period
1.4.23
to Year Ended
30.9.24 31.3.23
£    £   
Fees payable to the company's auditors for the audit of the company's financial
statements

28,200

28,200

8. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
1.4.23
to Year Ended
30.9.24 31.3.23
£    £   
Bank loan interest 36,500 49,973
Directors loan interest 271,849 41,062
308,349 91,035

TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024


9. TAXATION

Analysis of the tax charge
The tax charge on the profit for the period was as follows:
Period
1.4.23
to Year Ended
30.9.24 31.3.23
£    £   
Current tax:
UK corporation tax 306,168 236,333

Deferred tax 47,624 600
Tax on profit 353,792 236,933

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

Period
1.4.23
to Year Ended
30.9.24 31.3.23
£    £   
Profit before tax 581,172 784,603
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19
%)

145,293

149,075

Effects of:
Expenses not deductible for tax purposes 25,497 30,144
Income not taxable for tax purposes (4,493 ) -
Utilisation of tax losses - (33,784 )
Adjustments to tax charge in respect of previous periods - (3,737 )
Depreciation and amortisation of non-qualifying assets 187,495 94,635
Fixed asset timing differences - 600
Total tax charge 353,792 236,933

10. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the Parent Company is not presented as part of these financial statements. The Company's result has been included on the Company Balance Sheet.

11. DIVIDENDS
Period
1.4.23
to Year Ended
30.9.24 31.3.23
£    £   
Ordinary share of £1
Final 100,000 -

TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024


12. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 April 2023
and 30 September 2024 4,977,282
AMORTISATION
At 1 April 2023 2,265,287
Amortisation for period 713,594
At 30 September 2024 2,978,881
NET BOOK VALUE
At 30 September 2024 1,998,401
At 31 March 2023 2,711,995

13. TANGIBLE FIXED ASSETS

Group
Improvement
Freehold Short to
property leasehold property
£    £    £   
COST
At 1 April 2023 623,195 278,727 21,128
Additions 2,110 - -
Disposals - - -
At 30 September 2024 625,305 278,727 21,128
DEPRECIATION
At 1 April 2023 16,619 236,224 14,656
Charge for period 18,710 15,922 2,112
Eliminated on disposal - - -
At 30 September 2024 35,329 252,146 16,768
NET BOOK VALUE
At 30 September 2024 589,976 26,581 4,360
At 31 March 2023 606,576 42,503 6,472

Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 April 2023 760,000 50,969 1,734,019
Additions 418,168 2,540 422,818
Disposals (53,327 ) - (53,327 )
At 30 September 2024 1,124,841 53,509 2,103,510
DEPRECIATION
At 1 April 2023 617,206 50,969 935,674
Charge for period 127,672 579 164,995
Eliminated on disposal (52,669 ) - (52,669 )
At 30 September 2024 692,209 51,548 1,048,000
NET BOOK VALUE
At 30 September 2024 432,632 1,961 1,055,510
At 31 March 2023 142,794 - 798,345

TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024


13. TANGIBLE FIXED ASSETS - continued

Group

Tangible fixed assets pledged as securities for liabilities
At the balance sheet date the freehold property was pledged as a security for outstanding bank debt.

14. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 April 2023
and 30 September 2024 5,224,996
NET BOOK VALUE
At 30 September 2024 5,224,996
At 31 March 2023 5,224,996

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

Subsidiaries

Blue Sky Dental Limited
Registered office: 15 West Street, Brighton, England, BN1 2RL
Nature of business: Dental practice
%
Class of shares: holding
Ordinary 100.00

Corstorphine Dental Centre Limited
Registered office: 15 West Street, Brighton, England, BN1 2RL
Nature of business: Dental practice
%
Class of shares: holding
Ordinary 100.00

Dr Kardaras Care Ltd
Registered office: 15 West Street, Brighton, England, BN1 2RL
Nature of business: Dental practice
%
Class of shares: holding
Ordinary 100.00


15. STOCKS

Group
2024 2023
£    £   
Stocks 16,000 13,000

16. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade debtors 45,086 49,003 - -
Amounts owed by group undertakings - - 1,728,657 2,677,827
Other debtors 46 46 - -
Tax - 3,737 - -
Prepayments and accrued income 491,990 436,782 7,434 -
537,122 489,568 1,736,091 2,677,827

TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024


17. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 19) 66,505 96,449 - -
Payments on account 72,737 41,634 - -
Trade creditors 100,576 173,782 - 106,371
Tax 161,173 240,071 - -
Social security and other taxes 17,210 10,020 - -
Other creditors 2,159 2,671 - -
Directors' current accounts 2,068,550 2,015,691 2,068,550 2,015,691
Accruals and deferred income 353,994 236,400 30,061 30,060
Deferred government grants 9,621 13,006 - -
2,852,525 2,829,724 2,098,611 2,152,122

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

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans (see note 19) 524,573 874,949 - -
Directors' loan accounts 1,500,000 1,500,000 1,500,000 1,500,000
Deferred government grants 17,295 31,884 - -
2,041,868 2,406,833 1,500,000 1,500,000

The non-current Directors Loan amount of £1,500,00 is due to be repaid more than 5 years from the year end.

19. LOANS

An analysis of the maturity of loans is given below:

Group
2024 2023
£    £   
Amounts falling due within one year or on demand:
Bank loans 66,505 96,449
Amounts falling due between one and two years:
Bank loans - 1-2 years 66,505 97,918
Amounts falling due between two and five years:
Bank loans - 2-5 years 199,515 306,976
Amounts falling due in more than five years:
Repayable by instalments
Bank loans repayable in more than 5 years 258,553 470,055

A loan of £400,000 is repayable in monthly installments at a 2.65 % fixed interest rate until December 2024 when interest will subsequently be charged at 2.4% p.a over Base Rate.The loan is secured by a legal mortgage on the freehold property with the carrying amount of £589,976 and a limited guarantee given by a director for £85,000.

A loan of £500,0000 was repaid in the period, it was repayable in monthly instalments at 2.3% p.a over Base Rate. The loan was unsecured.

A loan of £500,000 is secured by guarantee and indemnity of £1,500,000 by all group members, a floating charge over the property and a limited guarantee given by a director for £750,000. The loan is repayable in monthly instalments at a 3.93% fixed interest rate until February 2026 when interest will subsequently be charged at 2.3% p.a over Base Rate.

20. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024


Group
Non-cancellable
operating leases
2024 2023
£    £   
Within one year 75,776 72,416
Between one and five years 164,050 211,000
In more than five years 286,500 344,850
526,326 628,266

The total amount of lease payments recognised as an expense in the profit or loss totalled £120,410 (2023: £91,448)

21. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred tax
Accelerated capital allowances 78,024 30,400

Other provisions 10,000 10,000

Aggregate amounts 88,024 40,400

Group
Deferred
tax
£   
Balance at 1 April 2023 30,400
Accelerated capital allowances 47,624
Balance at 30 September 2024 78,024

Other provisions relate to dilapidation expenditure expected upon termination of practice leases.

22. CALLED UP SHARE CAPITAL

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

23. RESERVES

Group
Retained
earnings
£   

At 1 April 2023 1,657,895
Profit for the period 227,380
Dividends (100,000 )
At 30 September 2024 1,785,275

TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024


23. RESERVES - continued

Company
Retained
earnings
£   

At 1 April 2023 4,669,205
Deficit for the period (286,177 )
Dividends (100,000 )
At 30 September 2024 4,283,028


24. RELATED PARTIES

Rent payable
The Group rents two of its trading premises from a pension fund set up for the benefit of a director. During the period, the company paid rent of £57,000 (2023: £38,000) to the pension fund. At the balance sheet date the balance owed by the Group to the pension fund was £nil (2023: £nil).

Transactions with the director
2024 2023
Opening balance 3,515,691 3,474,629
Dividends voted 100,000 -
Interest paid to director (218,990 ) -
Dividends payments to director (100,000 ) -
Interest on loan 271,850 41,062
Closing balance 3,568,551 3,515,691

Included in the directors' loan balance is an unsecured loan of £1,500,000 and is immediately payable on the earlier of the date of an event of default and 31 March 2033. The loan is subject to interest at 7.00% above the Bank of England's bank rate, with the interest payable on the last business day of each March starting from 29 March 2024. The remaining balance of the director' loan is interest free and repayable on demand.


Other related parties
2024 2023
Purchases made from companies owned by directors or owed by close family of directors 170,686 106,371
Amounts owed to companies owned by directors or owed by close family of directors - 106,371
During the period, the group paid the key management personnel compensation of £382,468 (2023:£87,707).

The ultimate controlling party is T Kardaras.

25. RECONCILIATION OF PROFIT FOR THE FINANCIAL PERIOD TO CASH GENERATED FROM OPERATIONS

Period
1.4.23
to Year Ended
30.9.24 31.3.23
£    £   
Profit for the financial period 227,380 547,670
Depreciation and Amortisation 879,246 548,314
Finance costs 308,349 91,035
Finance income (112,611 ) (28,641 )
Taxation 353,792 236,933
1,656,156 1,395,311
Increase in stocks (3,000 ) -
(Increase)/decrease in trade and other debtors (51,291 ) 88
Increase in trade and other creditors 117,054 138,661
Cash generated from operations 1,718,919 1,534,060

TK GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 09864787)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 APRIL 2023 TO 30 SEPTEMBER 2024


26. 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:

Period ended 30 September 2024
30.9.24 1.4.23
£    £   
Cash and cash equivalents 3,160,660 2,921,945
Year ended 31 March 2023
31.3.23 1.4.22
£    £   
Cash and cash equivalents 2,921,945 2,024,537


27. ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.23 Cash flow At 30.9.24
£    £    £   
Net cash
Cash at bank and in hand 2,921,945 238,715 3,160,660
2,921,945 238,715 3,160,660
Debt
Debts falling due within 1 year (96,449 ) 29,944 (66,505 )
Debts falling due after 1 year (874,949 ) 350,376 (524,573 )
(971,398 ) 380,320 (591,078 )
Total 1,950,547 619,035 2,569,582

28. GOVERNMENT GRANTS

Historically, a total of £490,609 has been received in regards to government grants for the purpose of establishing new or helping to fund new dental practices in area's where dental services are low and there is evidence of unmet patient demand. At the balance sheet date £463,693 (2023: £445,720) had been recognised in the profit and loss with the remaining amount being deferred and included in creditors.