REGISTERED NUMBER: 04261332 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

Top Dental (Products) Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

6

Other Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTORS:

Mr. H C E Karsk

Mrs M U Hallen Tabrizi

Mr S D Rollen

Mrs E R Hansell

SECRETARY:

Mr A N Day

REGISTERED OFFICE:

Unit 1 Holmfield Industrial Estate

Holmfield

Halifax

HX2 9TN

REGISTERED NUMBER:

04261332 (England and Wales)

AUDITORS:

SMH Group Audit

Statutory Auditors

5 Westbrook Court

Sharrow Vale Road

Sheffield

South Yorkshire

S11 8YZ

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

Mr. H C E Karsk

Mrs M U Hallen Tabrizi

Mr S D Rollen

Mrs E R Hansell

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 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.

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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, SMH Group Audit, 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:

Mr. H C E Karsk - Director

30 March 2026

Opinion

We have audited the financial statements of Top Dental (Products) Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 31 December 2025 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 Auditors' 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 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 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, 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; or

-	the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

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 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.

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:

Our assessment of the susceptibility to material misstatement, whether by fraud or error, is made in a risk based approach.

In this approach, laws and regulations applicable to the entity, such as the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice including Financial Reporting Standard 102, the relevant tax compliance regulations within the UK, employment law, and Health and Safety law is considered, and the policies and controls the entity has in place to comply with these laws are reviewed, by discussion, reviews of correspondence and registrations monitored by external bodies. The engagement team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Policies and controls relating to the risk of material misstatement as a result of fraud are also considered. These are assessed by obtaining an understanding of the company's operations and control environment. The policies and controls have been reviewed by discussion, review and sample testing of accounting entries, challenging assumptions and judgements, reviewing and evaluating related parties transactions, and wider background searches. Testing of income recognition and cut off, along with testing of inventory valuation is also completed where the documentation has been available.

We have ensured that the engagement team have appropriate levels of competence and experience to effectively monitor these risks and carry out work relevant to our assessment of each risk, including consideration of the industry the company operates in and its size and complexity.

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.

James Salim FCCA (Senior Statutory Auditor)

for and on behalf of SMH Group Audit

Statutory Auditors

5 Westbrook Court

Sharrow Vale Road

Sheffield

South Yorkshire

S11 8YZ

4 September 2026

TURNOVER

3

6,934,456

6,111,315

Cost of sales

4,142,874

3,824,822

GROSS PROFIT

2,791,582

2,286,493

Administrative expenses

1,519,960

1,611,004

1,271,622

675,489

Other operating income

6,907

(4,353

)

OPERATING PROFIT

5

1,278,529

671,136

Interest receivable and similar income

41,947

51,378

1,320,476

722,514

Interest payable and similar expenses

6

-

17,028

PROFIT BEFORE TAXATION

1,320,476

705,486

Tax on profit

7

340,334

188,254

PROFIT FOR THE FINANCIAL YEAR

980,142

517,232

PROFIT FOR THE YEAR

980,142

517,232

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

980,142

517,232

FIXED ASSETS

Intangible assets

9

395,418

225,683

Tangible assets

10

508,349

484,603

903,767

710,286

CURRENT ASSETS

Stocks

11

329,016

427,329

Debtors

12

741,875

737,980

Cash at bank and in hand

1,275,586

1,250,124

2,346,477

2,415,433

CREDITORS

Amounts falling due within one year

13

749,757

616,035

NET CURRENT ASSETS

1,596,720

1,799,398

TOTAL ASSETS LESS CURRENT LIABILITIES

2,500,487

2,509,684

PROVISIONS FOR LIABILITIES

15

72,552

61,891

NET ASSETS

2,427,935

2,447,793

CAPITAL AND RESERVES

Called up share capital

16

100

100

Retained earnings

17

2,427,835

2,447,693

SHAREHOLDERS' FUNDS

2,427,935

2,447,793

The financial statements were approved by the Board of Directors and authorised for issue on 30 March 2026 and were signed on its behalf by:

Mr. H C E Karsk - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

100

1,930,461

1,930,561

Changes in equity

Total comprehensive income

-

517,232

517,232

Balance at 31 December 2024

100

2,447,693

2,447,793

Changes in equity

Dividends

-

(1,000,000

)

(1,000,000

)

Total comprehensive income

-

980,142

980,142

Balance at 31 December 2025

100

2,427,835

2,427,935

Cash flows from operating activities

Cash generated from operations

1

1,601,142

836,231

Finance costs paid

-

(17,028

)

Tax paid

(321,199

)

(182,594

)

Net cash from operating activities

1,279,943

636,609

Cash flows from investing activities

Purchase of intangible fixed assets

(203,123

)

(23,152

)

Purchase of tangible fixed assets

(93,305

)

(343,170

)

Sale of tangible fixed assets

-

44,723

Interest received

41,947

51,173

Net cash from investing activities

(254,481

)

(270,426

)

Cash flows from financing activities

Capital repayments in year

-

(66,198

)

Equity dividends paid

(1,000,000

)

(423,036

)

Net cash from financing activities

(1,000,000

)

(489,234

)

Increase/(decrease) in cash and cash equivalents

25,462

(123,051

)

Cash and cash equivalents at beginning of year

2

1,250,124

1,373,175

Cash and cash equivalents at end of year

2

1,275,586

1,250,124

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

1,320,476

705,486

Depreciation charges

104,148

94,148

Loss on disposal of fixed assets

-

113,482

Finance costs

-

17,028

Finance income

(41,947

)

(51,378

)

1,382,677

878,766

Decrease in stocks

98,313

10,281

Increase in trade and other debtors

(3,895

)

(50,019

)

Increase/(decrease) in trade and other creditors

124,047

(2,797

)

Cash generated from operations

1,601,142

836,231

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 2025

31/12/25

1/1/25

£

£

Cash and cash equivalents

1,275,586

1,250,124

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

1,250,124

1,373,175

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/25

Cash flow

At 31/12/25

£

£

£

Net cash

Cash at bank and in hand

1,250,124

25,462

1,275,586

1,250,124

25,462

1,275,586

Total

1,250,124

25,462

1,275,586

1.	STATUTORY INFORMATION

Top Dental (Products) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

Related party exemption

The company has taken advantage of exemption, under the 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.

Turnover

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

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 losses.

Patents and licences are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets

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

Improvements to property

-

in accordance with the property

Plant and machinery

-

20% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Computer equipment

-

Straight line over 3 years

Stocks

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

Financial instruments

Financial assets are recognised in the company's statement of financial position when the company becomes

party to the contractual provisions of the instrument.

Basic financial assets, which include trade and other receivables, amounts owed from group undertakings and

cash and bank balances, are initially measured at fair value and are subsequently carried at amortised cost

using the effective interest method less any allowance for expected credit losses. Trade receivables are

generally due for settlement within 30 days.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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.

Hire purchase and leasing commitments

The company leases equipment. Rental contracts are typically made for fixed periods of 5 years but may have extension options.

Contracts may contain both lease and non-lease components. The company allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

The lease agreements do not impose any covenants other than the security interests in the leased assets

that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

Until the 2022 financial year, leases of plant and equipment were classified as either finance leases or operating leases.

From 1 January 2023, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the company.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities

include the net present value of the following lease payments:

o Fixed payments (including in-substance fixed payments), less any lease incentives receivable;

o Variable lease payments that are based on an index or a rate, initially measured using the index or rate as

at the commencement date;

o Amounts expected to be payable by the company under residual value guarantees;

o The exercise price of a purchase option if the company is reasonably certain to exercise that option; and

o Payments of penalties for terminating the lease, if the lease term reflects the company exercising that

option.

Lease payments to be made under reasonably certain extension options are also included in the

measurement of the liability.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily

determined, which is generally the case for leases in the company, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or

loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost comprising the following:

o The amount of the initial measurement of lease liability;

o Any lease payments made at or before the commencement date less any lease incentives received;

o Any initial direct costs; and

o Restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the company is reasonably certain to exercise a purchase option, the right-of-use

asset is depreciated over the underlying asset's useful life.

Lease accounting

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily

determined, which is generally the case for leases in the company, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

o To determine the incremental borrowing rate, the company:

o Where possible, uses recent third-party financing received by the individual lessee as a starting point,

adjusted to reflect changes in financing conditions since third party financing was received;

o Uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by

the company, which does not have recent third party financing; and

o Makes adjustments specific to the lease, e.g. term, currency and security.

The company used an average borrowing rates of 1.7% across all leases.

Pension costs and other post-retirement benefits

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

3.

TURNOVER

The turnover and profit before taxation are attributable to the principal activities of the company.

An analysis of turnover by class of business is given below:

2025

2024

£

£

Dental Wholesale

6,934,456

6,111,315

6,934,456

6,111,315

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

5,254,946

4,798,861

Europe

1,292,381

884,119

Rest of the world

387,129

428,335

6,934,456

6,111,315

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

953,452

827,726

Social security costs

106,510

79,810

Other pension costs

20,116

22,355

1,080,078

929,891

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

2025

2024

Sales

4

2

Administration

7

10

Research & Development

1

1

Production

13

12

25

25

2025

2024

£

£

Directors' remuneration

105,357

81,372

Directors' pension contributions to money purchase schemes

1,321

1,321

5.	OPERATING PROFIT

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

2025

2024

£

£

Hire of plant and machinery

17,463

17,681

Depreciation - owned assets

69,559

62,509

Loss on disposal of fixed assets

-

113,482

Patents and licences amortisation

33,388

31,639

Auditors' remuneration

12,000

6,000

Foreign exchange differences

(6,907

)

4,353

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Finance Charges

-

17,028

7.

TAXATION

Analysis of the tax charge

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

2025

2024

£

£

Current tax:

UK corporation tax

330,005

154,131

Deferred tax

10,329

34,123

Tax on profit

340,334

188,254

UK corporation tax has been charged at 25% .

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:

2025

2024

£

£

Profit before tax

1,320,476

705,486

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

330,119

176,372

Effects of:

Expenses not deductible for tax purposes

251

35

Capital allowances in excess of depreciation

(3,846

)

(11,933

)

Adjustments to tax charge in respect of previous periods

4,939

(1,272

)

Deferred Tax

10,661

34,123

Unrealised gain/finance lease

(1,790

)

(9,071

)

Total tax charge

340,334

188,254

8.

DIVIDENDS

2025

2024

£

£

Interim

1,000,000

-

9.	INTANGIBLE FIXED ASSETS

Patents

and

licences

£

COST

At 1 January 2025

334,359

Additions

203,123

At 31 December 2025

537,482

AMORTISATION

At 1 January 2025

108,676

Amortisation for year

33,388

At 31 December 2025

142,064

NET BOOK VALUE

At 31 December 2025

395,418

At 31 December 2024

225,683