Registration number: 07421548 (England & Wales)

Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Contents

Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Company Information

Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Strategic Report for the Year Ended 31 December 2025

The directors present their strategic report for the year ended 31 December 2025.

Principal activity

The principal activity of the group and company is that of the manufacture and distribution of dental rotary instruments, materials and mirrors to the worldwide dental trade.

Fair review of the business

The group made further investment in the UK production facility in 2025; £0.6 million invested within the existing production facility to upgrade equipment and optimise production efficiencies. These investments delivered an increase in production capacity of approximately 5.5 million units.

Average headcount reduced from 303 to 293 during the year, reflecting efficiency gains achieved through operational improvements while maintaining the Group’s ability to support current and future growth

The Group achieved sales of £42.8 million during the year. Reported revenue was impacted by the weakening of the USD against GBP, which reduced sales by approximately £0.9 million. In addition, ongoing improvements in lead times and operational efficiency resulted in a deliberate reduction in order backlog, which temporarily constrained reported sales. These developments reflect continued progress in strengthening the Group’s operational performance and responsiveness to customer demand.

Gross margin increased to 28.1% for the year, up from 25.1% in 2024, reflecting a 3% improvement. This performance was delivered against a backdrop of challenging economic conditions, including labour inflation and sustained high energy costs. The impact of higher labour costs, which increased by 1.6%, was offset by improved production efficiencies, demonstrating the benefits of ongoing operational improvement initiatives.

During the year, the Group moved to consolidate its position in India and Brazil. Prima Dental India Pty Ltd, the Group's sales and distribution business based in New Delhi, continued to develop its sales presence in the country. Angelus Prima Dental LTDA, the Group's subsidiary manufacturing and sales business based in Brazil, continues to be fully operational and manufacturing 90% of its own requirement locally. During the year, Brazil delivered sales growth of 4% vs prior year. These operations continue to form a key part of the Group's strategy in developing in these fast-growing markets.

Sales generated by the Group’s subsidiaries in China and Singapore were 14.5% lower than in 2024. Notwithstanding this reduction, gross margin increased to 35.2%, up 1.9% year on year. Both businesses continued to perform strongly, delivering solid profitability and cash generation, underpinned by effective operational execution and margin discipline.

The group's key financial and other performance indicators during the year were as follows:

Section 172(1) statement
The directors of the company must act in accordance with the duties detailed in section 172 of the Companies Act 2006 which is summarised as follows:

Section 172(1) (a) to (f) of the Companies Act 2006 requires each director to act in the way he or she considers would be most likely to promote the success of the company for the benefit of its members as a whole, with regards to the following matters:

a) The likely consequences of any decision in the long term;
As a Board we are working to a 5 year growth plan that identifies the long term growth opportunities of the group. This 5 year plan requires us to make long term strategic decisions in order to deliver the goal. This plan is reviewed periodically to measure existing performance and adjust to the evolving economic, sociological and political landscapes. These plans are shared with key stakeholders.

Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Strategic Report for the Year Ended 31 December 2025

b) The interest of the group’s employees;
The group's employees are fundamental to the delivery of our plan. the group aim to be a responsible employer in our approach to the pay and benefits our employees receive. The health, safety and wellbeing of the group's employees is our main priority in the way we do business. There has been significant investment and focus of training and development of employees to achieve the group’s plan in the short, medium and long term. There has been a particular focus on leadership development and in turn colleague engagement to support the group’s promotion of a high performance and inclusive culture. In support of this the group undertakes an annual employee engagement survey upon which action plans are formulated, and implemented with the aim of improving the working environment and practices.

c) The need to foster the group’s business relationships with suppliers, customers and others;
The group have a strong Sales and Supply Chain Management team who work closely with the suppliers across the business delivering the level and quality of the supplies required to maintain the strong growth of the group. The group aim to work in partnership with our suppliers to develop and help drive change in our organisation through innovation. The board has oversight of the sales and supply chain management team and receive regular updates on any matter of significance.

The group are a strongly customer focused organisation and encourage regular feedback from our customers to ensure we are meeting their developing requirements and delivering them the high quality of product and service we pride ourselves upon.

d) The impact of the group’s operations on the community and the environment;
As a group we strive to ensure that the decisions we make have a positive effect upon the local community and environment. As a group we look to give back to the community and recently created a charity group to support and provide funding for various projects within the local community.

e) The desirability of the group maintaining a reputation for high standards of business conduct;
As the Board of Directors, our intention is to behave responsibly and ensure that management operates the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours.

f) The need to act fairly as between members of the company;
As the Board of Directors, our intention is to behave responsibly toward our shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of our plan. We report to each shareholder on a monthly basis reporting the performance of the business against agreed budgets and forecasts.

Principal risks and uncertainties

The execution of the group’s strategy is subject to a number of risks. The process of identifying and managing risk is overseen by the directors and management. The key business risks and uncertainties affecting the group are summarised as:

Foreign exchange rate risk
The group trades across the world and the majority of the sales are in non-sterling denominated sales. As a result, exchange rate fluctuations impact the results and cash flows of the group. Certain of the group’s finance facilities are denominated in non-sterling currencies which act as a natural hedge. The group utilises forward exchange contracts to further minimise this risk.

Raw material supply and pricing fluctuation
The group require a consistent supply of raw materials to meet the demand of its customers. Due to the commodity nature of the raw material, pricing fluctuation and supply delays and shortages are risks to the group. To minimise this, the directors agree on annual pricing and supply agreements with suppliers and hold regular meetings with the suppliers to align the supply and demand of the raw materials.

Foreign subsidiaries
With the foreign subsidiaries continuing to grow and develop as entities, the directors continue to monitor the risk of the accuracy of financial reporting. To mitigate this, each entity submits management accounts to include Profit and Loss, Balance Sheet and Cash Flow. These are reviewed at Group Management meetings with the Directors. Periodic visits to each subsidiary are completed throughout the year by members of the Prima Group Management team.

Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Strategic Report for the Year Ended 31 December 2025

Research and innovation

The group continues to invest in the development of new products, which the directors believe to be a source of competitive advantage. The group also continues to invest on Research and Innovation (R&I) activities. The directors are confident these advances will provide substantial sales opportunities in the future.

Approved by the Board on 4 June 2026 and signed on its behalf by:

D Hodgson
Director

Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Directors' Report for the Year Ended 31 December 2025

The directors present their report and the for the year ended 31 December 2025.

Directors of the group

The directors who held office during the year were as follows:

M W Caputo

J Gordon

L Kahn

F Massino

D Hodgson

C Zumbo

Matters covered in the Strategic report
Information on the engagement with employees and engagement with suppliers, customers and others is included in the Strategic Report in the s172(1) statement. The group's business environment and risks, together with details of monitoring undertaken by the directors, are dealt with elsewhere in the Strategic Report.

Financial instruments

Objectives and policies

The group's financial instruments comprise cash and liquid resources, and various other items such as trade debtors, trade creditors etc. that arise directly from its operations, with appropriate levels of funding. The main purpose of these financial instruments is to finance the operations of the group. The main risks arising from the group's financial instruments are set out below.

Liquidity risk, interest rate risk, credit risk, price and foreign exchange rate risk

Liquidity risk
The directors' aim is to ensure the group has sufficient liquid resources to meet its operational requirements. This is closely monitored by the directors. The group is funded through working capital and a short term loan from the immediate parent undertaking, which is repayable by instalments as set out in the notes to these financial statements.

Interest rate risk
Certain of the group's borrowings bear interest rates linked to the bank base rate. The group is therefore subject to interest rate risk. The group has close dialogue with its lenders and closely monitors the interest rate charge to minimise the exposure to this risk.

Credit risk
The group offers certain of its customers credit. Before credit terms are agreed, an assessment of the customer's credit rating is undertaken to ensure the group is not exposed to a major credit risk. Credit limits are set accordingly. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

Price and foreign exchange rate risk
The majority of the group’s sales are transacted in non-sterling currencies. As a result, exchange rate fluctuations impact on the results and cash flows of the group. Certain of the group’s finance facilities are denominated in non-sterling currencies and therefore act as a natural hedge. The group utilises forward exchange contracts to further minimise this risk.

Employment of disabled persons

Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Directors' Report for the Year Ended 31 December 2025

Future developments

The directors are confident that the group will report continued growth and strong earnings performance.

Going concern

After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources available to continue in operational existence for the foreseeable future. The company and group therefore continues to adopt the going concern basis in preparing the financial statements.

Non-financial and sustainability information

Environmental report

Streamlined energy and carbon reporting

Methodology

Intensity ratio The intensity measurement used is tonnes CO2e per 100,000 produced burs. During the year ended 31 December 2025, this was 1.583 Tonnes CO2e per 100,000 burs. A reduction of 18.9% on 2024.

Energy efficiency action
Production volumes increased by 0.4% during the year, reflecting continued efficiency gains across operations. Despite the increase in output, total electricity consumption reduced by 5.3%, supported by a focused approach to machine downtime management and energy efficiency initiatives.

The solar panels installed in the fourth quarter of 2023 continued to perform strongly, generating 470,829 kWh and accounting for 9.6% of the total annual electricity consumption

The group have seen a 75% reduction in the volume of gas usage as we continue to focused on temperature monitoring. This is the main contributor to reduction in the intensity ratio.

Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Directors' Report for the Year Ended 31 December 2025

Disclosure of information to the auditor

Reappointment of auditors

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Hazlewoods LLP as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

Approved by the Board on 4 June 2026 and signed on its behalf by:

D Hodgson
Director

Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Statement of Directors' Responsibilities

Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Independent Auditor's Report to the Members of Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Opinion

We have audited the financial statements of Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited) (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

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

Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Independent Auditor's Report to the Members of Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 8, 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.

Auditor’s 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, 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:

We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Independent Auditor's Report to the Members of Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Fussell (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Staverton Court
Staverton
Cheltenham
GL51 0UX

5 June 2026

Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Consolidated Profit and Loss Account for the Year Ended 31 December 2025

The above results were derived from continuing operations.

Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2025

Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

(Registration number: 07421548)
Consolidated Balance Sheet as at 31 December 2025

Approved and authorised by the Board on 4 June 2026 and signed on its behalf by:
 

D Hodgson
Director

Prima Healthcare Group Limited (formerly Prima Dental Manufacturing Limited)

(Registration number: 07421548)
Balance Sheet as at 31 December 2025

The company made a profit after tax for the financial year of £2,105,807 (2024 - profit of £444,364).

Approved and authorised by the Board on 4 June 2026 and signed on its behalf by:
 

D Hodgson
Director