REGISTERED NUMBER: 04361443 (England and Wales)

Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

for

American Orthodontics (UK) Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

R T Benz

N E Henchy

REGISTERED OFFICE:

7 The Barns

Milton Lane

Castor

Peterborough

PE5 7DH

REGISTERED NUMBER:

04361443 (England and Wales)

AUDITORS:

DUX Advisory Limited

Chartered Accountants and

Statutory Auditors

Kennel Club House

Gatehouse Way

Aylesbury

Buckinghamshire

HP19 8DB

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The results of the Company for the year, as set out on the following pages, show a gain before tax of £99,056 (2023: £169,480). We are still seeing growth in Eastern Europe which should contribute to an improvement to operating results in 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

FUTURE DEVELOPMENTS

As we progress into 2024, Corporate will continue to introduce new and improved products. Corporate along with the Company has a full calendar of orthodontic shows, continuing education, and company events for our customer worldwide later this year. Our global teams are poised to drive continuous improvement in all facets of our AO Operations and band. We remain focused on taking care of our customers and creating opportunities to reach new customers. As previous mentioned we anticipate that we will continue to face competitive pricing but we still expect to show an improvement to our 2024 year-end results.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

R T Benz

N E Henchy

POLITICAL DONATIONS AND EXPENDITURE

Charitable donations of £5,058 (2023: £7,217) were made within the year.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, DUX Advisory Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006

relating to small companies.

ON BEHALF OF THE BOARD:

N E Henchy - Director

30 September 2025

Opinion

We have audited the financial statements of American Orthodontics (UK) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 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 two, 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and

non-compliance with laws and regulations, our procedures included the following:

- We obtained an understanding of the legal and regulatory frameworks applicable to the company and the sector in which it operates. We determined that the following laws and regulations were most significant: Companies Act 2006, UK GAAP, the UK Corporate Governance Code and the Data Protection Act.

- We obtained an understanding of how the company is complying with those legal and regulatory frameworks and made enquiries to the management of known or suspected instances of fraud and non-compliance with laws and regulations.

- We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur.

Audit procedures performed by the audit team included:

- Identifying and assessing the controls management has in place to prevent and detect fraud;

- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

- Challenging assumptions and judgments made by management in its significant accounting estimates and judgements.

- Identifying and testing journal entries, in particular journal entries posted with unusual account combinations; and

- Assessing the extent of compliance with the relevant laws and regulations.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusions.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Bianca Permal FCA (Senior Statutory Auditor)

for and on behalf of DUX Advisory Limited

Chartered Accountants and

Statutory Auditors

Kennel Club House

Gatehouse Way

Aylesbury

Buckinghamshire

HP19 8DB

30 September 2025

TURNOVER

21,398,893

20,349,014

Cost of sales

(14,282,834

)

(13,062,702

)

GROSS PROFIT

7,116,059

7,286,312

Distribution costs

(448,775

)

(414,137

)

Administrative expenses

(6,770,359

)

(6,705,325

)

(103,075

)

166,850

Other operating income

3,931

2,334

OPERATING (LOSS)/PROFIT

4

(99,144

)

169,184

Interest receivable and similar income

170

343

(98,974

)

169,527

Interest payable and similar expenses

5

(82

)

(47

)

(LOSS)/PROFIT BEFORE TAXATION

(99,056

)

169,480

Tax on (loss)/profit

6

(417,000

)

(104,149

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(516,056

)

65,331

(Loss)/profit attributable to:

Owners of the parent

(516,056

)

65,331

(LOSS)/PROFIT FOR THE YEAR

(516,056

)

65,331

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(516,056

)

65,331

Total comprehensive income attributable to:

Owners of the parent

(516,056

)

65,331

FIXED ASSETS

Intangible assets

8

5,407,582

6,349,670

Tangible assets

9

68,110

102,129

Investments

10

-

-

5,475,692

6,451,799

CURRENT ASSETS

Stocks

11

66,794

47,702

Debtors

12

4,419,314

4,369,307

Cash at bank and in hand

1,272,518

1,102,576

5,758,626

5,519,585

CREDITORS

Amounts falling due within one year

13

2,359,858

2,506,735

NET CURRENT ASSETS

3,398,768

3,012,850

TOTAL ASSETS LESS CURRENT LIABILITIES

8,874,460

9,464,649

CREDITORS

Amounts falling due after more than one year

14

(80,733

)

(152,736

)

PENSION LIABILITY

19

-

(2,130

)

NET ASSETS

8,793,727

9,309,783

CAPITAL AND RESERVES

Called up share capital

17

3,005,001

3,005,001

Other reserves

18

1,590

1,590

Retained earnings

18

5,787,136

6,303,192

SHAREHOLDERS' FUNDS

8,793,727

9,309,783

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

N E Henchy - Director

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

108,937

121,353

Investments

10

7,058,117

7,060,977

7,167,054

7,182,330

CURRENT ASSETS

Stocks

11

55,662

30,813

Debtors

12

2,020,905

2,011,107

Cash at bank

627,706

298,841

2,704,273

2,340,761

CREDITORS

Amounts falling due within one year

13

1,202,834

1,226,324

NET CURRENT ASSETS

1,501,439

1,114,437

TOTAL ASSETS LESS CURRENT LIABILITIES

8,668,493

8,296,767

CAPITAL AND RESERVES

Called up share capital

17

3,005,001

3,005,001

Retained earnings

5,663,492

5,291,766

SHAREHOLDERS' FUNDS

8,668,493

8,296,767

Company's profit for the financial year

371,726

196,130

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

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

........................................................................

N E Henchy - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2023

1,400,001

4,447,330

1,590

5,848,921

Changes in equity

Increase in share capital

1,605,000

1,790,531

-

3,395,531

Total comprehensive income

-

65,331

-

65,331

Balance at 31 December 2023

3,005,001

6,303,192

1,590

9,309,783

Changes in equity

Total comprehensive income

-

(516,056

)

-

(516,056

)

Balance at 31 December 2024

3,005,001

5,787,136

1,590

8,793,727

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1,400,001

5,095,636

6,495,637

Changes in equity

Increase in share capital

1,605,000

-

1,605,000

Total comprehensive income

-

196,130

196,130

Balance at 31 December 2023

3,005,001

5,291,766

8,296,767

Changes in equity

Total comprehensive income

-

371,726

371,726

Balance at 31 December 2024

3,005,001

5,663,492

8,668,493

Cash flows from operating activities

Cash generated from operations

1

435,996

898,531

Interest paid

(82

)

(47

)

Tax paid

(504,202

)

(81,723

)

Net cash from operating activities

(68,288

)

816,761

Cash flows from investing activities

Purchase of tangible fixed assets

(44,790

)

(84,716

)

Investment in subsidiary

-

(872,344

)

Sale of tangible fixed assets

282,850

39,467

Interest received

170

343

Net cash from investing activities

238,230

(917,250

)

Cash flows from financing activities

Share issue

-

1,605,000

Retained earnings converted to SC

-

(1,605,000

)

Net cash from financing activities

-

-

Increase/(decrease) in cash and cash equivalents

169,942

(100,489

)

Cash and cash equivalents at beginning of year

2

1,102,576

1,203,065

Cash and cash equivalents at end of year

2

1,272,518

1,102,576

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

(Loss)/profit before taxation

(99,056

)

169,480

Depreciation charges

1,016,637

611,142

Profit on disposal of fixed assets

(278,590

)

(28,091

)

Finance costs

82

47

Finance income

(170

)

(343

)

638,903

752,235

Increase in stocks

(19,092

)

(19,143

)

Increase in trade and other debtors

(41,957

)

(844,451

)

(Decrease)/increase in trade and other creditors

(141,858

)

1,009,890

Cash generated from operations

435,996

898,531

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,272,518

1,102,576

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

1,102,576

1,203,065

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

1,102,576

169,942

1,272,518

1,102,576

169,942

1,272,518

Total

1,102,576

169,942

1,272,518

1.	STATUTORY INFORMATION

American Orthadontics (UK) Limited is a private company, limited by shares, registered in England and Wales and is a subsidary of American Orthodontics Corporation Sheboygan, WI, USA (Corporate). The company's registered number and registered office address can be found on the general information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. The directors have tested their cash flow analysis to take into the account the impact on their business of possible scenarios. In making these assessment the directors have forecast for turnover to gradually increase throughout 2025.

The presentation currency of these financial statements is sterling. Monetary amounts in these financial statements are rounded to the nearest £.

Turnover

Turnover represents amounts derived from the provision of goods received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2016, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment loss.

Patents and licenses are being amortised over their estimated useful life of 2 years

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

33% on cost and 25% on reducing balance

Motor vehicles

-

33% on reducing balance and 25% on cost

Computer equipment

-

25% on cost

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.

Financial instruments

Investment in preference and ordinary shares

Investments in equity instruments are measured initially at fair value, which is normally the transaction price. Transaction costs are excluded if the investments are subsequently measured at fair value through profit and loss. Subsequent to initial recognition investments that can be reliably measured at fair value with changes recognition in profit and loss. Other investments are measured at cost less impairment in profit and loss.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances. Bank overdrafts that are repayable on demand and form an integral part of the Companies cash management are included as a component of cash and cash equivalent for the purpose of the cash flow statement

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Borrowings

A charge of deposit was issued on 1st December 2009 for securing all monies due or to become due from the company to National Westminster Bank PLC.

Key source of estimation, uncertainty and judgement

The preparation of the financial statements in conformity with general accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenue and expenses during the reporting period.

There is estimation uncertainty in calculating depreciation, as monthly calculations are based on the estimated useful life of assets. Whilst every attempt is made to ensure that the depreciation policy is as accurate as possible, there remains a risk that the policy does not match the useful life of the assets.

There is estimation uncertainty in calculating bad debt provisions. A full line by line review of trade debtors is carried out at the end of each month. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains a risk that the provisions do not match the level of debts which ultimately prove to be uncollectable.

3.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

2,961,925

2,866,310

Social security costs

217,201

183,208

Other pension costs

34,056

37,133

3,213,182

3,086,651

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

31.12.24

31.12.23

Sales

27

28

Office

13

17

40

45

4.	OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

31.12.24

31.12.23

£

£

Other operating leases

34,893

53,117

Depreciation - owned assets

74,548

81,946

Profit on disposal of fixed assets

(14,275

)

(28,091

)

Goodwill amortisation

942,088

529,197

Auditors' remuneration

20,578

29,347

Auditors' remuneration for non audit work

962

848

Foreign exchange differences

69,550

199,963

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Bank interest

-

45

Bank loan interest

82

2

82

47

6.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

31.12.24

31.12.23

£

£

Current tax:

UK corporation tax

425,834

151,851

Deferred tax

(8,834

)

(47,702

)

Tax on (loss)/profit

417,000

104,149

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24

31.12.23

£

£

(Loss)/profit before tax

(99,056

)

169,480

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 23.520 %)

(24,764

)

39,862

Effects of:

Expenses not deductible for tax purposes

251,881

12,694

Income not taxable for tax purposes

-

(487

)

Capital allowances in excess of depreciation

(3,296

)

(10,154

)

Other tax timing differences

-

(34,284

)

Tax adjustments on overseas entities

-

55,370

Tax charge on overseas entities in excess of UK tax rate

193,179

41,148

Total tax charge

417,000

104,149

7.	INDIVIDUAL INCOME STATEMENT

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