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Registered number: 11795615










SMILE DENTAL LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

 
SMILE DENTAL LTD
 
 
COMPANY INFORMATION


Directors
Dr. J K Dhariwal 
Dr. J S Dhariwal 




Registered number
11795615



Registered office
Walnut Tree House Court Lane
Burnham

Slough

Buckinghamshire

SL1 8DN




Independent auditors
Xeinadin Audit Limited
Chartered Accountants & Statutory Auditor

Level 5A

Maple House

149 Tottenham Court Road

London

W1T 7NF





 
SMILE DENTAL LTD
 

CONTENTS



Page
Group strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 7
Consolidated statement of comprehensive income
8
Consolidated balance sheet
9
Company balance sheet
10
Consolidated statement of changes in equity
11 - 12
Company statement of changes in equity
13 - 14
Consolidated statement of cash flows
15 - 16
Notes to the financial statements
17 - 38


 
SMILE DENTAL LTD
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

Introduction
 
The directors present their strategic report of the company and the group for the year ended 31 March 2025.

Business review
 
The Directors are confident about the continuing financial performance of the business and continue to review opportunities provided.

Key performance indicators

The principal performance indicators used by the board are as follows:

2025
2024
Turnover

9,674,083

8,840,779
 
Gross profit/(loss) margin

54%

51%
 
Increase/(decrease) in turnover

9%

23%
 
Active branches

9

9
 
Average turnover per branch

1,074,898

982,309
 

Principal risks and uncertainties
 
The company seeks to minimise financial risk and appropriate terms are negotiated with lenders, suppliers and patients. Management reviews the terms and the relationships and manages the exposure as appropriate.

An ongoing risk surrounds the chance of any injuries suffered by patients during dental procedures. The management continuously update safety training and ensure all staff are properly trained to a high level of competency to limit this risk. Other methods designed to reduce this risk to an acceptable level include reviewing any contracted associate dentists, hygienists, locum or similar support to ensure that they maintain the proper continuing professional development, memberships of relevant organisations and insurance cover.


This report was approved by the board on 13 July 2026 and signed on its behalf.



Dr. J S Dhariwal
Director

Page 1

 
SMILE DENTAL LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £141,966 (2024 - loss £491,682).

There is currently a dispute regarding entitlement to dividends. These matters are subject to ongoing legal
proceedings.

In the year ended 31 March 2025, the directors did not propose a dividend. In the prior year, director, Dr. J S Dhariwal, recommended a dividend of £784,347.

Directors

The directors who served during the year were:

Dr. J K Dhariwal 
Dr. J S Dhariwal 

Financial instruments

The company’s financial instruments comprise of bank borrowing, cash and liquid resources, and various items such as trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the company’s operations.

Page 2

 
SMILE DENTAL LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

In May 2026, Dunkley & Co Ltd resigned as auditor of the Group. In accordance with section 519 of the Companies Act 2006, the auditor confirmed that there were no circumstances connected with its resignation which it considered should be brought to the attention of the members of the Group.

Xeinadin Audit Limited were appointed auditors in succession and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 13 July 2026 and signed on its behalf.
 





Dr. J S Dhariwal
Director

Page 3

 
SMILE DENTAL LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SMILE DENTAL LTD
 

Opinion


We have audited the financial statements of Smile Dental Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 31 March 2025 and of the Group's 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 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or 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.


Page 4

 
SMILE DENTAL LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SMILE DENTAL LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group 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 Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the 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 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 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.


Page 5

 
SMILE DENTAL LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SMILE DENTAL LTD (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, 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 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 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Enquiry of management and those charged with governance around actual and potential litigation and claims;
Reviewing minutes of meetings of those charged with governance;
Performing audit work over the risk of management 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 bias;
Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations;

The potential effect of these laws and regulations on the financial statements varies considerably.
 
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and tax legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
 
Secondly, the Group is subject to many other laws and regulations where the consequence of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance the imposition of
fines. We identified the following areas as those most likely to have such an effect: health and safety, data protection laws and employment law compliance recognising the nature of the Group's activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Page 6

 
SMILE DENTAL LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SMILE DENTAL LTD (CONTINUED)


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
 
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.


Other matters 
 

The financial statements of Smile Dental Ltd for the year ended 31 March 2024 were audited by another auditor who expressed an unmodified audit opinion on those statements on 28 March 2025.


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 2006Our 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.





Karanjit Gill FCCA (Senior statutory auditor)
  
for and on behalf of
Xeinadin Audit Limited
 
Chartered Accountants
Statutory Auditor
  
Level 5A
Maple House
149 Tottenham Court Road
London
W1T 7NF

13 July 2026
Page 7

 
SMILE DENTAL LTD
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
Note
£
£

  

Turnover
 4 
9,674,083
8,840,779

Cost of sales
  
(4,494,741)
(4,300,922)

Gross profit
  
5,179,342
4,539,857

Administrative expenses
  
(4,618,059)
(4,572,860)

Other operating income
 5 
233,157
190,834

Operating profit
 6 
794,440
157,831

Interest receivable and similar income
  
-
20,779

Interest payable and similar expenses
 10 
(437,398)
(445,138)

Profit/(loss) before taxation
  
357,042
(266,528)

Tax on profit/(loss)
 11 
(215,076)
(225,154)

Profit/(loss) for the financial year
  
141,966
(491,682)

Profit/(loss) for the year attributable to:
  

Owners of the Parent Company
  
141,966
(491,682)

  
141,966
(491,682)

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 17 to 38 form part of these financial statements.

Page 8

 
SMILE DENTAL LTD
REGISTERED NUMBER: 11795615

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 14 
-
1,018,794

Tangible assets
 15 
1,075,242
1,177,824

  
1,075,242
2,196,618

Current assets
  

Stocks
  
9,799
9,799

Debtors: amounts falling due within one year
 18 
2,731,099
2,341,976

Cash at bank and in hand
 19 
4,087,620
3,227,719

  
6,828,518
5,579,494

Creditors: amounts falling due within one year
 20 
(8,258,317)
(7,680,342)

Net current liabilities
  
 
 
(1,429,799)
 
 
(2,100,848)

Total assets less current liabilities
  
(354,557)
95,770

Creditors: amounts falling due after more than one year
  
(2,871,875)
(3,533,110)

Provisions for liabilities
  

Deferred taxation
 23 
(203,558)
(134,616)

  
 
 
(203,558)
 
 
(134,616)

Net liabilities
  
(3,429,990)
(3,571,956)


Capital and reserves
  

Called up share capital 
 24 
100
100

Profit and loss account
 25 
(3,430,090)
(3,572,056)

Equity attributable to owners of the Parent Company
  
(3,429,990)
(3,571,956)

  
(3,429,990)
(3,571,956)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 13 July 2026.



Dr. J S Dhariwal
Director

The notes on pages 17 to 38 form part of these financial statements.

Page 9

 
SMILE DENTAL LTD
REGISTERED NUMBER: 11795615

COMPANY BALANCE SHEET
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 14 
-
216,417

Tangible assets
 15 
3,538
4,512

Investments
 16 
4,238,065
4,238,065

  
4,241,603
4,458,994

Current assets
  

Debtors: amounts falling due within one year
 18 
3,373,517
3,212,507

Cash at bank and in hand
 19 
28,764
40,032

  
3,402,281
3,252,539

Creditors: amounts falling due within one year
 20 
(5,135,006)
(4,048,467)

Net current liabilities
  
 
 
(1,732,725)
 
 
(795,928)

Total assets less current liabilities
  
2,508,878
3,663,066

  

Creditors: amounts falling due after more than one year
  
(2,871,875)
(3,533,110)

  

Net (liabilities)/assets
  
(362,997)
129,956


Capital and reserves
  

Called up share capital 
 24 
100
100

Profit and loss account brought forward
  
129,856
146

Loss/(profit) for the year
  
(492,953)
914,057

Other changes in the profit and loss account

  

-
(784,347)

Profit and loss account carried forward
  
(363,097)
129,856

  
(362,997)
129,956


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 13 July 2026.


Dr. J S Dhariwal
Director

The notes on pages 17 to 38 form part of these financial statements.

Page 10

 
SMILE DENTAL LTD
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Profit and loss account
Equity attributable to owners of Parent Company
Total equity

£
£
£
£

At 1 April 2024
100
(3,572,056)
(3,571,956)
(3,571,956)


Comprehensive income for the year

Profit for the year
-
141,966
141,966
141,966
Total comprehensive income for the year
-
141,966
141,966
141,966


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
-


Total transactions with owners
-
-
-
-


At 31 March 2025
100
(3,430,090)
(3,429,990)
(3,429,990)


The notes on pages 17 to 38 form part of these financial statements.

Page 11

 
SMILE DENTAL LTD
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Profit and loss account
Equity attributable to owners of Parent Company
Total equity

£
£
£
£

At 1 April 2023
100
(2,296,027)
(2,295,927)
(2,295,927)


Comprehensive income for the year

Loss for the year
-
(491,682)
(491,682)
(491,682)
Total comprehensive income for the year
-
(491,682)
(491,682)
(491,682)


Contributions by and distributions to owners

Dividends: Equity capital
-
(784,347)
(784,347)
(784,347)


Total transactions with owners
-
(784,347)
(784,347)
(784,347)


At 31 March 2024
100
(3,572,056)
(3,571,956)
(3,571,956)


The notes on pages 17 to 38 form part of these financial statements.

Page 12

 
SMILE DENTAL LTD
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 April 2024
100
129,856
129,956


Comprehensive income for the year

Loss for the year
-
(492,953)
(492,953)
Total comprehensive income for the year
-
(492,953)
(492,953)


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-


Total transactions with owners
-
-
-


At 31 March 2025
100
(363,097)
(362,997)


The notes on pages 17 to 38 form part of these financial statements.

Page 13

 
SMILE DENTAL LTD
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 April 2023
100
146
246


Comprehensive income for the year

Profit for the year
-
914,057
914,057
Total comprehensive income for the year
-
914,057
914,057


Contributions by and distributions to owners

Dividends: Equity capital
-
(784,347)
(784,347)


Total transactions with owners
-
(784,347)
(784,347)


At 31 March 2024
100
129,856
129,956


The notes on pages 17 to 38 form part of these financial statements.

Page 14

 
SMILE DENTAL LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
141,966
(491,682)

Adjustments for:

Depreciation and amortisation
1,325,978
1,312,437

Profit on disposal of tangible assets
-
(934)

Interest paid
437,398
-

Interest received
-
(20,779)

Taxation charge
215,076
225,154

Decrease in stocks
-
55,095

(Increase) in debtors
(127,589)
(406,783)

(Decrease)/increase in creditors
(116,332)
618,225

Corporation tax (paid)
(58,660)
(11,981)

Net cash generated from operating activities

1,817,837
1,278,752


Cash flows from investing activities

Purchase of tangible fixed assets
(204,501)
(719,639)

Sale of tangible fixed assets
-
11,202

Interest received
-
20,779

HP interest paid
(144,271)
-

Net cash from investing activities

(348,772)
(687,658)

Cash flows from financing activities

Repayment of loans
(217,726)
(199,460)

Dividends paid
-
(784,347)

Bank interest paid
(293,127)
-

Movement in related party balances
(98,311)
1,562,474

Net cash used in financing activities
(609,164)
578,667
Page 15

 
SMILE DENTAL LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025


2025
2024

£
£



Net increase in cash and cash equivalents
859,901
1,169,761

Cash and cash equivalents at beginning of year
3,227,719
2,057,958

Cash and cash equivalents at the end of year
4,087,620
3,227,719


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,087,620
3,227,719

4,087,620
3,227,719


The notes on pages 17 to 38 form part of these financial statements.

Page 16

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.


General information

Smile Dental Ltd is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The  address of the registered office, principal place of business, and the company registered number can be found on the Company Information page.

The principal activity is that of a holding company. The nature of the Group's operations are set out in the strategic report of these financial statements.

The functional currency of the Group is considered to be pounds sterling because that is the currency of the primary economic environment in which the Group operates. The consolidated financial statements are also presented in pounds sterling.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

  
2.2

Basis of consolidation

The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 31 March each year. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed.

Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

  
2.3

Exemptions for qualifying entities under FRS 102

Smile Dental Ltd, as an individual entity, meets the definition of a qualifying entity per FRS 102 and has taken advantage of the exemption available in paragraph 1.12 of FRS 102 from presenting a company only statement of cash flows. These consolidated financial statements include a consolidated statement of cash flows which include the cash flows of Smile Dental Ltd.

Page 17

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

  
2.4

Sections 479A and 479C subsidiary companies audit exemption: parent undertaking declaration of guarantee

Smile Dental Ltd, the ultimate parent company, has undertaken to guarantee all outstanding liabilities to which the following UK trading subsidiaries are subject to at the end of the financial year, ending on 31 March 2025.

SCA Trafalgar Limited
Smile Care Holbury Ltd
Smile Care Portsmouth Ltd
Smile Care Swanage Ltd
Smile Care Totton Ltd
Smile Care Woolston Ltd
Smile Care Gosport Ltd
Smile Care Eastleigh Ltd
Smile Care Havant Ltd

This guarantee applies until:

a)the liabilities are satisfied in full, 
b)the guarantee is enforceable against the ultimate parent undertaking by any person to whom the subsidiary is liable, in respect of those liabilities, and,
c)relates only to the year under guarantee.

 
2.5

Going concern

The directors have prepared a cash flow forecast for a period of 12 months from the date of approval of these financial statements. The forecasts indicate that the Group will continue to have sufficient funds to meet their liabilities as they fall due for that period.

Consequently, the directors are confident that the Group, will have sufficient funds and cash reserves to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements.

 
2.6

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 

 
2.7

Operating leases: the Group as lessee

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

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 18

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Page 19

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its estimated useful life of 5 years.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using both the straight line method and reducting balance basis.

Depreciation is provided on the following basis:

Improvements to property
-
20-25% on reducing balance, and straight line over 10 years
Short-term leasehold property
-
Straight line over 4 years
Plant and machinery
-
20-25% on reducing balance, and straight line over 6-7 years
Fixtures and fittings
-
20-25% on reducing balance
Computer equipment
-
33.33% on reducing balance, and straight line over 3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 20

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
 
Page 21

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)


2.19
Financial instruments (continued)


Basic financial liabilities

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

 
2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 a continuing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

A key area of judgement relates to the assessment of claims made by Healthcare Holdco Limited in respect of alleged costs and entitlement via related parties to dividends. The directors have assessed whether a present obligation exists at the reporting date.

Given the disputed nature of the claims, differing views among directors, and ongoing legal proceedings, the directors have concluded that no provision is required. This judgement is subject to uncertainty.

Page 22

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Dentistry services
9,674,083
8,840,779

9,674,083
8,840,779


All turnover arose within the United Kingdom.


5.


Other operating income

2025
2024
£
£

Management recharges
233,157
190,834

233,157
190,834



6.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Hire of plant and machinery
-
240

Exchange differences
307,083
293,602

Other operating lease rentals
-
(934)

Share-based payment
1,018,835
1,018,835

Auditors' remuneration
25,000
14,890


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
25,000
14,890

Fees payable to the Company's auditors in respect of:

Non-audit services
28,250
-

Page 23

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

8.


Employees

Staff costs were as follows:


Group
Group
2025
2024
£
£


Wages and salaries
2,745,242
2,048,378

Social security costs
143,496
136,032

Cost of defined contribution scheme
36,512
34,772

2,925,250
2,219,182


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Employees
118
118

The Company has no employees other than the directors, who did not receive any remuneration from the parent Company (2024 - £NIL)

9.


Interest receivable

2025
2024
£
£


Other interest receivable
-
20,779

-
20,779


10.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
293,127
312,517

Hire purchase contracts
144,271
132,621

437,398
445,138

Page 24

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

11.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
145,424
188,402


145,424
188,402


Total current tax
145,424
188,402

Deferred tax


Origination and reversal of timing differences
69,652
36,752

Total deferred tax
69,652
36,752


215,076
225,154

Factors affecting tax charge for the year

The tax assessed for the year is the same as (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
2025
2024
£
£


Profit/(loss) on ordinary activities before tax
357,042
(266,528)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
89,261
(66,632)

Effects of:


Expenses not deductible for tax purposes
-
1,410

Capital allowances for year in excess of depreciation
-
253,176

Short-term timing difference leading to an increase (decrease) in deferred taxation
-
36,752

Short-term timing difference in pension
-
448

Other differences leading to an increase (decrease) in the tax charge
125,815
-

Total tax charge for the year
215,076
225,154


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 25

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

12.


Dividends

2025
2024
£
£


Dividends
-
784,347

-
784,347

There is a dispute regarding entitlement of Healthcare Holdco Limited, via its related party Smile Care Hold (UK) Ltd, to declare and receive dividends from the parent Company and its subsidiaries. This includes a dispute relating to a dividend of £784,347 declared in the previous financial year.

These matters are subject to ongoing legal proceedings. See Note 26.


13.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The loss after tax of the parent Company for the year was £492,953 (2024 - profit £914,057).


14.


Intangible assets

Group





Goodwill

£



Cost


At 1 April 2024
5,137,347



At 31 March 2025

5,137,347



Amortisation


At 1 April 2024
4,118,553


Charge for the year on owned assets
1,018,794



At 31 March 2025

5,137,347



Net book value



At 31 March 2025
-



At 31 March 2024
1,018,794


Page 26

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
 
           14.Intangible assets (continued)


Company




Goodwill

£



Cost


At 1 April 2024
1,125,260



At 31 March 2025

1,125,260



Amortisation


At 1 April 2024
908,843


Charge for the year
216,417



At 31 March 2025

1,125,260



Net book value



At 31 March 2025
-



At 31 March 2024
216,417

Page 27
 


 
SMILE DENTAL LTD


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025


15.


Tangible fixed assets


Group







Improvements to property
Short-term leasehold property
Plant and machinery
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 April 2024
314,740
2,693
1,308,582
91,898
139,013
1,856,926


Additions
23,911
-
169,879
10,711
-
204,501



At 31 March 2025

338,651
2,693
1,478,461
102,609
139,013
2,061,427



Depreciation


At 1 April 2024
141,105
2,116
388,382
33,553
113,946
679,102


Charge for the year on owned assets
39,387
577
243,074
14,941
9,104
307,083



At 31 March 2025

180,492
2,693
631,456
48,494
123,050
986,185



Net book value



At 31 March 2025
158,159
-
847,005
54,115
15,963
1,075,242



At 31 March 2024
173,635
577
920,200
58,345
25,067
1,177,824

Page 28
 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

           15.Tangible fixed assets (continued)


Company






Plant and machinery
Computer equipment
Total

£
£
£

Cost or valuation


At 1 April 2024
4,982
38,883
43,865



At 31 March 2025

4,982
38,883
43,865



Depreciation


At 1 April 2024
789
38,564
39,353


Charge for the year on owned assets
839
135
974



At 31 March 2025

1,628
38,699
40,327



Net book value



At 31 March 2025
3,354
184
3,538



At 31 March 2024
4,193
319
4,512







16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2024
4,238,065



At 31 March 2025
4,238,065




Page 29

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

SCA Trafalgar Limited
24 High Street, Slough, Berkshire, SL1 1EQ
Ordinary
100%
Smile Care Holbury Ltd
Walnut Tree House Court Lane, Burnham, Slough, Buckinghamshire, SL1 8DN
Ordinary
100%
Smile Care Portsmouth Ltd
Walnut Tree House Court Lane, Burnham, Slough, Buckinghamshire, SL1 8DN
Ordinary
100%
Smile Care Swanage Ltd
Walnut Tree House Court Lane, Burnham, Slough, Buckinghamshire, SL1 8DN
Ordinary
100%
Smile Care Totton Ltd
Walnut Tree House Court Lane, Burnham, Slough, Buckinghamshire, SL1 8DN
Ordinary
100%
Smile Care Woolston Ltd
Walnut Tree House Court Lane, Burnham, Slough, Buckinghamshire, SL1 8DN
Ordinary
100%
Smile Care Gosport Ltd
Walnut Tree House Court Lane, Burnham, Slough, Buckinghamshire, SL1 8DN
Ordinary
100%
Smile Care Eastleigh Ltd
Walnut Tree House Court Lane, Burnham, Slough, Buckinghamshire, SL1 8DN
Ordinary
100%
Smile Care Havant Ltd
Walnut Tree House Court Lane, Burnham, Slough, Buckinghamshire, SL1 8DN
Ordinary
100%

Page 30

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 March 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

SCA Trafalgar Limited
(225,287)
(125,782)

Smile Care Holbury Ltd
400,272
399,978

Smile Care Portsmouth Ltd
327,719
322,111

Smile Care Swanage Ltd
78,061
76,988

Smile Care Totton Ltd
139,256
133,079

Smile Care Woolston Ltd
32,898
27,673

Smile Care Gosport Ltd
(187,822)
3,644

Smile Care Eastleigh Ltd
549,370
549,192

Smile Care Havant Ltd
58,318
52,289


17.


Stocks

Group
Group
2025
2024
£
£

Stocks
9,799
9,799

9,799
9,799


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 31

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

18.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Trade debtors
537,323
680,640
-
-

Amounts owed by group undertakings
-
-
2,622,040
2,682,046

Amounts owed by related parties
1,610,348
1,348,003
283,107
282,480

Other debtors
104,763
58,491
-
-

Prepayments and accrued income
478,665
254,842
467,485
244,887

Deferred taxation
-
-
885
3,094

2,731,099
2,341,976
3,373,517
3,212,507



19.


Cash and cash equivalents

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Cash at bank and in hand
4,087,620
3,227,719
28,764
40,032

4,087,620
3,227,719
28,764
40,032



20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank loans
655,983
212,474
655,983
212,474

Trade creditors
890,458
697,797
713
-

Amounts owed to group undertakings
-
-
2,276,294
1,608,738

Amounts owed to related parties
2,992,599
2,828,565
1,441,993
1,452,793

Corporation tax
274,951
188,187
-
-

Other taxation and social security
33,120
19,563
-
-

Other creditors
898,358
961,412
753,423
752,860

Accruals and deferred income
2,512,848
2,772,344
6,600
21,602

8,258,317
7,680,342
5,135,006
4,048,467


Page 32

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

21.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank loans
2,871,875
3,533,110
2,871,875
3,533,110

2,871,875
3,533,110
2,871,875
3,533,110



Page 33

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

22.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Amounts falling due within one year

Bank loans
655,983
212,474
655,983
212,474


655,983
212,474
655,983
212,474

Amounts falling due 1-2 years

Bank loans
641,500
230,402
641,500
230,402


641,500
230,402
641,500
230,402

Amounts falling due 2-5 years

Bank loans
1,924,501
788,464
1,924,501
788,464


1,924,501
788,464
1,924,501
788,464

Amounts falling due after more than 5 years

Bank loans
305,874
2,514,244
305,874
2,514,244

305,874
2,514,244
305,874
2,514,244

3,527,858
3,745,584
3,527,858
3,745,584


The borrowings comprise an unsecured loan with a maturity date of 2026. Interest is charged at a fixed rate arrangement of 2.5% per annum.

The borrowings also comprise three secured loans with maturity dates of 2035. Interest is charged at fixed rate arrangements of 3.15% per annum.

These Group borrowings are secured by a debenture in favour of Wesleyan Bank Limited, incorporating fixed charges over the assets of the Group. These borrowings are also secured by way of Cross Guarantee between Smile Dental Ltd, AVSmile Properties Limited, Smile Care Eastleigh Ltd and Smile Care Havant Limited.

Page 34

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

23.


Deferred taxation


Group



2025


£






At beginning of year
(134,616)


Utilised in year
(68,942)



At end of year
(203,558)

Company


2025


£






At beginning of year
3,094


Utilised in year
(2,209)



At end of year
885

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Accelerated capital allowances
(203,558)
(135,268)
-
-

Other timing differences
-
652
885
3,094

(203,558)
(134,616)
885
3,094


24.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



50 (2024 - 50) Ordinary share A shares of £1.00 each
50
50
50 (2024 - 50) Ordinary share B shares of £1.00 each
50
50

100

100


Page 35

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

25.


Reserves

Profit and loss account

The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.


26.


Contingent liabilities

The Group has been notified of amounts allegedly due to Healthcare Holdco Limited, a related party, in respect of certain alleged costs which it is seeking to recharge to the parent Company and its subsidiaries. There is a difference of opinion among the directors regarding the validity, quantum, and basis of these charges.

These matters are subject to ongoing legal proceedings. At the reporting date, the outcome of these proceedings remains uncertain and the potential financial effect cannot be reliably estimated.

Accordingly, no provision has been recognised in the financial statements. However, depending on the outcome of the dispute and legal proceedings, the Group may incur a financial obligation in respect of the management recharges of £344,827.

There is also a dispute regarding entitlement of Healthcare Holdco Limited, via its related party Smile Care Hold (UK) Ltd, to declare and receive dividends from the parent Company and its subsidiaries. This includes a dispute relating to a dividend of £784,347 declared in the previous financial year. 

These matters are subject to ongoing legal proceedings. At the reporting date, the outcome of these proceedings remains uncertain and the potential financial effect cannot be reliably estimated. However, depending on the outcome of the dispute and legal proceedings, there may be a financial effect of £784,347 in respect of Profit & Loss reserves and Creditors. Any difference between the final settlement and the original declared amount will be recognised in the period in which the matter is resolved.


27.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held seperately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £36,512 (2024: £34,772). Contributions totalling £6,451 (2024: £5,923) were payable to the fund at the balance sheet date and are included in creditors.

Page 36

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

28.


Commitments under operating leases

At 31 March 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Not later than 1 year
433,100
259,900
158,350
158,350

Later than 1 year and not later than 5 years
1,167,201
935,200
316,751
553,076

Later than 5 years
591,554
945,833
-
-

2,191,855
2,140,933
475,101
711,426


29.


Related party transactions

FRS 102 Section 33, does not require disclosure of transactions entered into between two or more members of the Group, provided that any subsidiary which is a party to the transaction is a wholly owned member. Hence these transactions were not disclosed in these financial statements. 

There were no material related party transactions entered into during the year that have not been concluded under normal market conditions.

During the year, the Group was notified of management costs to the value of £344,827 allegedly due to be recharged by Healthcare Holdco Limited, a company connected with a director, via its related party Smile Care Hold (UK) Ltd. These amounts are disputed and have not been recognised in the financial statements.

There is also a dispute regarding entitlement to dividends. These matters are subject to ongoing legal proceedings.


Key management personnel of the entity or its parent (in aggregate)

2025
2024
£
£



Amount due to related party
28,240
28,240

The above balances are unsecured, interest free and repayable on demand.

Page 37

 
SMILE DENTAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

Entities with common directors and other related parties

2025
2024
£
£



Amount due from entities with common directors and other related parties
1,610,348
1,348,003

Amount due to entities with common directors and other related parties
3,742,599
3,578,565


30.


Post balance sheet events

The directors confirm there have been no significant events affecting the Group since the year end.


31.


Controlling party

There is no ultimate controlling party in either the current or comparative period.

 
Page 38