The directors present the strategic report for the year ended 31 December 2024.

The directors, in preparing this strategic report, have complied with section 414C of the Companies Act 2006.

The principal activity of the company is the provision of dental services at its clinics throughout Scotland. The company is wholly owned by SDC Group Limited.

Turnover for the year ended 31 December 2024 was £18.54m (2023 - 17 months - £14.45m) and Profit before tax was £2.18m (2023 - 17 months £0.79m). EBITDA for the year ended 31 December 2024 was £3.22m (2023 - 17 months - £2.04m).

During 2024, the company's strategic objectives were on the successful integration of acquisitions made in the prior period 2023 through embedding consistent excellent operational practices across the clinic estate, as well as optimising pricing structures and the company's cost base in order to strengthen margins.

The company purchased Platt & Common on 28 June 2024, and the clinic has contributed Turnover of £748,043 and EBITDA of £158,599 to the financial performance in 2024. Integration of the clinic was substantially completed by the end of 2024.

The company also made significant capital investment across 4 clinic locations to increase the number of surgeries by a further 6 in support of the objective to drive accessibility and to make dental health services available to communities across Scotland.

2024 also saw the development of the company's 3-year strategic plan to support key growth objectives up to and including 2028. These objectives provide for both:

• growth through future acquisitions, where potential targets provide access to new geographic locations and patient demographics; and

• organic growth through capital investment in existing clinic estate where there are opportunities for the business to scale in existing locations to expand its offering of a wide range of high quality, patient-centred dental services to individuals and families.

Post period the company has also progressed execution of capital investment plans for its leading clinics in both Edinburgh and Glasgow, which will see a further 6 surgeries being added to the capacity of the group’s existing estate.

On 1 April 2025 the company acquired one further clinic, Duncan Smith Dental Practice, and now operates twenty-two practices throughout Scotland with overall performance in line with expectations.

Additionally, the company has also secured a new site to launch Advanced Dentistry at Winchburgh later in the year which will be the first dental practice to be established in this fast-growing West Lothian village - and the 23rd location for the group.

Operations

As part of the company's execution of its 3-year plan, the directors have also recognised that as the business scales, it is necessary to embed further operational efficiencies needed to support sustained growth. To address this, the company has implemented of a new organisational framework designed to streamline operations and foster a culture of increased autonomy, accountability, and ownership at Clinic level. The new organisational structure within operations enables a more direct escalation process, with clear reporting lines from Clinic Supervisor/Manager to Operational Regional Managers and the Senior Management Team.

Post period end, the company's parent entity, SDC Group Limited, finalised a refinancing of its facilities with HSBC UK Bank plc ("HSBC") and now has a £13,500,000 facility to support further acquisitions.

The management of the business and the execution of the company’s strategy are subject to a number of risks and uncertainties set out below, together with the company’s approach to monitoring and mitigation.

Recruitment and retention of Associate Dentists and Clinical Staff

The company's ability to recruit and retain Associate Dentists (self-employed) and Clinical Staff (employed) is essential to its continuing operations and future growth. The directors are committed to effective recruitment and retention of self-employed contracted dentists and employed staff with a dedicated focus on training and continual professional development. The company offers competitive packages for both Associate Dentists and Clinical Staff. The company has built up a reputation in the Scottish market for being a leader in learning and development opportunities for Associate Dentists, and this continues to be an area of focus for the future.

Clinical Standards

The company is regulated by NHS Scotland and is held to high levels of clinical standards. Regular clinic inspections take place and if required standards are not met, the clinics could be closed and there would be a negative impact on the company’s reputation in the market. The directors are committed to ensuring clinical standards are met and provide support to the clinical teams.

Growth Strategy

As the company continues to grow, each potential acquisition is assessed by experienced Directors and supplemented by external advisors as necessary to ensure it meets the group's principal criteria. Annually the Board approves the budget for the company and review’s the strategy and growth plans for the next 3 years.

The directors and board consider company financial KPIs in the evaluation of business performance on a regular basis.

In addition, the company’s cashflow is carefully monitored to ensure sufficient funds for ongoing operations and covenant compliance. Through regular reporting of revenue and profitability, the board is kept well informed of progress. The board believe these indicators are performing as expected based on the current plan.

The company's financial risk management objectives are to ensure there is sufficient working capital and cash flow to meet its operating needs and to ensure there is sufficient support for its growth strategy. This is achieved through careful management of cash resources and by obtaining bank facilities and investor funding.

The company's principal financial instruments are inter-company loans from its parent entity, SDC Group Limited. SDC Group's principal financial instruments are bank loans, loan notes and equity from its investors. Such financial instruments are utilised to fund clinic acquisitions and for working capital.

Bank loans are secured by floating charge, inter-company guarantees and standard security over properties owned by related parties. They are subject to market rate interest. Loan notes are unsecured and are repayable in installments between 2026 and 2028. They are subject to a return based on interest and a redemption premium.

The company is not exposed to interest rate risk as its loans with its parent are interest free. It is also subject to minimal credit risk and no forex risk. No treasury transactions or derivatives are entered into.

On behalf of the board

The directors present their annual report and financial statements for the period ended 31 December 2024.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Details with regards to events ocurring post reporting date can be found in note 22 to the financial statements.

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial instruments and risk.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors are responsible for preparing the annual 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 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 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;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

We have audited the financial statements of SDC Clinics Limited (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 notes to the financial statements, including 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 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our 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.

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.

As explained more fully in the directors' responsibilities statement, 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.

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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing board minutes of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

SDC Clinics Limited is a private company limited by shares incorporated in Scotland. The registered office is 20 Blythswood Square, Glasgow, G2 4BG.

The financial statements are presented for a period of twelve months from 1 January 2023 to 31 December 2024. The comparative figures are presented for a period of seventeen months from 1 August 2022 to 31 December 2023 following the extension of the company's accounting reference date. As such, amounts presented in the financial statements (including related notes) are not entirely comparable with the comparative figures.

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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of SDC Group Limited. These consolidated financial statements are available from its registered office, 20 Blythswood Square, Glasgow, G2 4BG.

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 costs directly attributable to the business combination. 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.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The directors are required to prepare the statutory financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. In satisfaction of their responsibility, the directors have considered the company's ability to meet its liabilities as they fall due. This assessment considers its principal risks and uncertainties and is dependent on a number of factors including financial performance and available financial resources.true

To this end, the directors have reviewed the company's cash flow forecasts, and associated risks and sensitivities. These forecasts consist of the company's annual forecast to December 2025 and its projections extending out to 2027.

The company continues unabated with its buy and build growth model, supported by its investors.

The key factors underpinning the directors’ assessment of going concern are as follows:

• Its parent entity has committed bank facilities of up to £13.5m until December 2026.

• Its parent entity has met all financial covenants since the renegotation of its covenants during the year including those subsequent to the period-end.

• Its parent entity has committed loan note facilities from its investors until March 2028 with interest payments deferred until such time that certain financial indicators are met.

• Its parent entity continues to receive support from its investors.

• The results of the business subsequent to the period end indicate that the business is on track to deliver positive year on year growth in its key performance indicators of both Turnover and EBITDA.

• The group has made solid progress in executing its 3-year strategic plan and is well positioned to accelerate execution of this plan in the next 12 -18 months.

Furthermore, the directors consider that they have sufficient mitigating actions (such as direct variable costs, and delaying capex spend) within their control that could reduce the impact of plausible downward scenarios. Based on this assessment, and with the continued support of its parenty entity and investors, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and have concluded it is appropriate for the financial statements to be prepared on a going concern basis.

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue principally relates to services provided in the course of dentistry.

Private and NHS dental revenue is recognised by reference to the stage of completion of the service performed during the course of treatment.

Revenue from the sale of ancillary goods is recognised when the significant risks and rewards of ownership of the goods have passed to the customer.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses 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 on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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 relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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. Actual results may differ from these estimates.

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 revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements and estimates have had the most significant effect on amounts recognised in the financial statements.

There are various estimates and judgements applied in the company's business combinations. These include:

• The estimate of fair values of certain assets and liabilities acquired in the business combination.

• The purchase price allocation and classification of directly attributable costs.

• The fair value of contingent consideration.

Fair values of assets & liabilities acquired in business combinations are assessed by Management based on their knowledge of the industry and physical conditions of the assets acquired.

The purchase price allocation and classification of directly attributable costs are determined by Management based on their knowledge and experience.

The fair value of contingent consideration is estimated by Management based on the estimated future profitability of the acquired business.

Management apply their accounting policy for business combinations to hive up transactions occurring in the period.

All turnover arose within the United Kingdom and is attributable to the principal activity as disclosed within the directors report.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

Other gains and losses represents impairment provisions on Investments in subsidiaries.

The actual credit for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

More information on impairment movements in the year is given in note 10.

Details of the company's subsidiaries at 31 December 2024 are as follows:

All of the above subsidiaries are dormant.

The following subsidiaries were dissolved during the year:

Scotdent Clinics Limited and Mathewson Dental Practice Limited were dissolved after the year end.

Other creditors represents deferred and contingent consideration payable on business combinations.

At the year end, the company held an unrecognised deferred tax asset amounting to £0.3m in respect of timing differences and unutilised tax losses. No deferred tax asset has been recognised due to uncertainty over when it will be recovered against the reversal of deferred tax liabilities or future taxable profits.

The company operates 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 shares have full rights regarding voting, payment of dividends aand distributions.

On 28 June 2024, the company acquired the business, trade and assets of Platt & Common Limited.

All goodwill is being amortised over its anticipated useful life of ten years. Since the date of acquisition, the business has contibuted £748,043 in Revenue and £158,559 in profit to the company.

Operating lease payments represent rentals payable by the company for its properties. Lease terms are on average a term of 15 years. No contingent rents are payable.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Subsequent to the year end, the company has entered into business combinations for initial consideration amounting to £1.2m since the year end.

During the year the company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

Purchases from Other related parties relate to property rentals paid to an entity under common ownership.

Balances due from Entities over which the entity has control, joint control or significant influence and balances due to Entities with control, joint control or significant influence over the company relate to inter-company loans. All inter-company loans are interest free and due on demand.

The company has taken advantage of exemption, under terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland,' not to disclose related party transactions with wholly owned subsidiaries within the group.

At the period end, the directors owed the company £18,552 (2023 - £14,962) in loans. Loans are provided interest free and due on demand.

The company is a wholly owned subsidiary of SDC Group Limited, a company incorporated in Scotland. Its registered office is 20 Blythswood Square, Glasgow, G2 4BG.

SDC Group Limited is the largest group into which the entity is consolidated. Copies of the group accounts can be obtained publicly from Companies House.