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REGISTERED NUMBER: 12873375 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 December 2024

for

Toothsuite Limited

Toothsuite Limited (Registered number: 12873375)

Contents of the Financial Statements

for the Year Ended 31 December 2024

Page |

Company Information | 1 |

Balance Sheet | 2 |

Notes to the Financial Statements | 3 |

Toothsuite Limited

Company Information

for the Year Ended 31 December 2024

| DIRECTOR: | N J Hawkins

| SECRETARY: | N J Hawkins

| REGISTERED OFFICE: | 71-75 Shelton Street

| London

| WC2H 9JQ

| REGISTERED NUMBER: | 12873375 (England and Wales)

| ACCOUNTANTS: | AccountLets

| Coveham House

| Downside Bridge Road

| Cobham

| Surrey

| KT11 3EP

Toothsuite Limited (Registered number: 12873375)

Balance Sheet

31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

CURRENT ASSETS

Debtors | 4 | 766,651 |  | 844,935 |  |

Cash at bank | 2,468 |  | 40,052 |  |

769,119 |  | 884,987 |  |

CREDITORS

Amounts falling due within one year | 5 | 623,541 |  | 459,531 |  |

NET CURRENT ASSETS | 145,578 |  | 425,456 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 145,578 |  | 425,456 |  |

CAPITAL AND RESERVES

Called up share capital | 7 | 3,214 |  | 3,214 |  |

Share premium | 461,404 |  | 461,404 |  |

Retained earnings | (319,040 | ) | (39,162 | ) |

SHAREHOLDERS' FUNDS | 145,578 |  | 425,456 |  |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

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

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

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

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

The financial statements were approved by the director and authorised for issue on 10 September 2025 and were signed by:

N J Hawkins - Director

Toothsuite Limited (Registered number: 12873375)

Notes to the Financial Statements

for the Year Ended 31 December 2024

1. | STATUTORY INFORMATION

| Toothsuite 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 Company Information page.

2. | ACCOUNTING POLICIES

| Basis of preparation

| The financial statements have been prepared under the historical cost convention and in accordance with FRS 102 "The Financial Reporting Standards" applicable in the United Kingdom of Great Britain and the Republic of Ireland as applied to small entities by section 1A of the standard.

| Standalone financial reporting

| The Company meets the criteria to be classified as a small company in accordance with the Companies Act 2006 and under Section 399(2) has elected not to prepare consolidated financial statements. Accordingly, these financial statements are presented on a standalone basis.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Expenses

| Expenses are measured at the amount paid or payable net of any discounts received.

| Interest income and expense

| Interest is recognised at rate received (or receivable) or paid (or payable) as the case may be. Where such interest income or expense has not been received or paid respectively by the period end an accrual is recognised in the balance sheet for the amount receivable or payable.

| Investments

| Investments are recorded as cost or the value attributed to the investment when it was received, less any adjustment required to recognise a permanent diminution in value.

| Debtors and Receivables

| Short term debtors and accounts receivables are measured at transaction price (which is usually the invoice price) less any impairment losses for bad and doubtful debts.

| Creditors and Payables

| Both short-term and long-term creditors are measured at transaction price (which is usually the invoice price).

| Convertible Loan

| Convertible loan amounts are measured at transaction price and interest payable is accrued at the applicable rate.

| Corporation tax

| The Company reported a loss for the current period and a loss for past periods that had been carried forward to recover against future profits. A deferred tax asset has not been recognised due to the uncertainty of future levels of profitability.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 1 (2023 - 1 ) .

Toothsuite Limited (Registered number: 12873375)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

4. | DEBTORS

|  | 2024 |  | 2023 |  |

|  | £ |  | £ |  |

| Amounts deferred for Share Capital |  | 12,180 |  | 12,180 |  |

| Amounts due from Innovative Health Technology BV |  | 227,650 |  | 227,650 |  |

| Amounts due from Decadent BV |  | 630,910 |  | 588,825 |  |

| Amounts due from WSQ |  | 27,135 |  | - |  |

| Provision for doubtful debts |  | (166,562) |  | - |  |

| Accrued Interest |  | 35,338 |  | 16,280 |  |

|  | 766,651 |  | 844,935 |  |

| Investments

|  | 2024 |  | 2023 |  |

|  | £ |  | £ |  |

| Innovative Health Technology BV |  | - |  | - |  |

|  | - |  | - |  |

| The Company has one investment in Innovative Health Technology BV ("IHT") registered in Netherlands (registration number: 64794776) which was acquired for £Nil (EUR Nil) on 1 January 2021 as part of a past reorganisation of certain interests associated with the Netherlands based businesses with which the Company has partnered and in consideration of the Company becoming a financing partner to Decadent BV. The Company holds 100% of the issued share capital of IHT which provides services connected with the dental industry in the Netherlands to a group of companies headed by Decadent BV. The Company has advanced working capital to both IHT and Decadent BV.

5. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

|  | 2024 |  | 2023 |  |

|  | £ |  | £ |  |

| Amounts owed to the Director and a company controlled by the Director |  | 118,639 |  | 130,639 |  |

| Amounts owed to staff members and advisers |  | 17,080 |  | 6,280 |  |

| Trade creditors |  | 37,610 |  | 26,105 |  |

| Amounts owed to HMRC (payroll tax) |  | - |  | 173 |  |

| Accrued interest payable |  | 43,000 |  | 9,122 |  |

|  | 216,329 |  | 172,319 |  |

6. | LOANS

|  | 2024 |  | 2023 |  |

|  | £ |  | £ |  |

| Convertible Loan |  | 407,212 |  | 287,212 |  |

|  | 407,212 |  | 287,212 |  |

| On 14 September 2023 the Company entered into a convertible loan arrangement with investors with an interest rate of 10% per annum interest rate and mandatory conversion into shares at the then prevailing issued price (presently £1.46 per share) if the loan is not repaid within two years. The Board approved a cap of £500,000 for the convertible loan. The initial subscription was for £287,212 and a subsequent subscription was for £120,000 making the total of £407,212.

| The Convertible Loan is presented as a current liability in the statement of financial position on the basis that in the opinion of the Director, in line with its subscription agreement, the Convertible Loan is most likely to be converted to ordinary shares at maturity rather than repaid.

Toothsuite Limited (Registered number: 12873375)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

7. | CALLED UP SHARE CAPITAL

| The Company has one class of shares which are Ordinary Shares with a nominal value of £0.01 each. The nominal value of shares was changed from £1 each to £0.01 each on 23 November 2022 at which time the sole shareholder (at that time) who held one (1) Ordinary Share was issued a further ninety-nine (99) Ordinary Shares, after which the (then) sole shareholder held 100 Ordinary Shares of £0.01 each.

|  | Unpaid |  | Paid |  | Total |  | Nominal Value |  | Share Premium |  |

|  | £ |  | £ |  |

| 1 October 2022 |  | 1 |  | - |  | 1 |  | 1 |  | - |  |

| Redenomination to £0.01 per share |  | 99 |  | - |  | 99 |  | - |  | - |  |

| Issued during the year |  | 28,923 |  | 292,359 |  | 321,282 |  | 3,213 |  | 461,404 |  |

| 31 December 2023 |  | 29,023 |  | 292,359 |  | 321,382 |  | 3,214 |  | 461,404 |  |

| Issued during the year |  | - |  | - |  | - |  | - |  | - |  |

| 31 December 2024 |  | 29,023 |  | 292,359 |  | 321,382 |  | 3,214 |  | 461,404 |  |

| The Paid amount for Ordinary Shares issued in the three-month period ended 31 December 2022 includes a deferred amount totalling £12,180 due from two investors which corresponds to 8,352 shares (see Note 7).

| Of the 321,281 Ordinary Shares issued in 2022, subject to the prior paragraph, 316,509 Ordinary Shares were issued in return for payment in cash, and 4,772 were issued in consideration of payments made by an investor, on behalf of the Company.

8. | SHARE OPTIONS

| The Company, with shareholder approval, has formed a share option plan with an option pool totalling 388,475 options over ordinary shares of which as of 31 December 2024 240,825 have been awarded and 147,650 remained unwarded. The Director has full discretion regarding the terms of any award made or to be made.