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Registration number: 16132550

Cubic Topco Limited

Annual Report and Consolidated Financial Statements

for the Period from 12 December 2024 to 31 December 2025

 

Cubic Topco Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 6

Consolidated Profit and Loss Account

7

Consolidated Balance Sheet

8

Balance Sheet

9

Consolidated Statement of Changes in Equity

10

Statement of Changes in Equity

11

Consolidated Statement of Cash Flows

12

Notes to the Financial Statements

13 to 28

 

Cubic Topco Limited

Company Information

Directors

S Igout

R R J Kay

D A Moore

J F Perry

H Van Loenen

Registered office

33 Glasshouse Street
London
W1B 5DG

Auditors

Hazlewoods LLP Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

Cubic Topco Limited

Strategic Report for the period from 12 December 2024 to 31 December 2025

The directors present their strategic report for the period from 12 December 2024 to 31 December 2025.

Principal activity

The principal activity of the group is providing dentists with products, training and workflows which enable them to provide high quality dental services to patients.

The principal activity of the company is that of a holding company.

Fair review of the business

The results for the period which are set out in the profit and loss account show turnover of £10,191,440 and an operating loss of £963,871 At 31 December 2025 the group had total assets less current liabilities of £12,879,630. The directors consider the performance for the period and the financial position at the period end to be satisfactory.

Key performance indicators
The directors use Key Performance Indicators (KPI's) to assist in the understanding and development, performance and the position of the business of the group. These include group turnover, gross profit margin, operating profit and total equity.

Principal risks and uncertainties

The management of the business and the execution of the group's strategy are subject to a number of risks. The main financial risks faced by the group are market risk, liquidity risk and currency risk. The group is also exposed to foreign currency risk with multiple foreign subsidiaries and suppliers. The group seeks to minimise these risks through its policies and management activities.

Future developments

The Group has continued to trade profitably since the year end and results remain in-line with expectations.
The Group intends to continue to drive growth to meet the strategic objectives as set by the Board.

Approved by the Board on 10 September 2026 and signed on its behalf by:


S Igout
Director

 

Cubic Topco Limited

Directors' Report for the Period from 12 December 2024 to 31 December 2025

The directors present their report and the for the period from 12 December 2024 to 31 December 2025.

Incorporation

The company was incorporated on 12 December 2024.

Directors of the company

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

S Igout (appointed 12 December 2024)

R R J Kay (appointed 12 December 2024)

D A Moore (appointed 1 February 2025)

J F Perry (appointed 1 February 2025)

H Van Loenen (appointed 23 January 2025)

Going concern

In preparing the financial statements, the Directors are required to assess the group and company's ability to continue to trade as a going concern for the foreseeable future.

In undertaking this assessment, the Directors have considered appropriate measures to respond to operational and financial risks to ensure the group remains a going concern for a period of at least 12 months.

The Directors have reviewed cash flow forecasts for the business covering a period of at least 12 months from the date of approval of these financial statements, and together with the projected revenues and cash generation, they are confident that sufficient funding is available to support ongoing trading activities.

The financial statements have therefore been prepared on a going concern basis.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Appointment of auditors

Hazlewoods LLP were appointed auditors to the group during the period and have expressed their willingness to continue in office.

Approved by the Board on 10 September 2026 and signed on its behalf by:


S Igout
Director

 

Cubic Topco Limited

Statement of Directors' Responsibilities

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

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

•

select suitable accounting policies and apply them consistently;

•

make judgements and accounting estimates that are reasonable and prudent;

•

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

•

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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Cubic Topco Limited

Independent Auditor's Report to the Members of Cubic Topco Limited

Opinion

We have audited the financial statements of Cubic Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 12 December 2024 to 31 December 2025, which comprise the Consolidated Profit and Loss Account, 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:

•

give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's loss for the period then ended;

•

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

•

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter 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 Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

•

the Strategic Report and 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 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.

 

Cubic Topco Limited

Independent Auditor's Report to the Members of Cubic Topco Limited

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

•

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

•

the parent company financial statements are not in agreement with the accounting records and returns; or

•

certain disclosures of directors' remuneration specified by law are not made; or

•

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, 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 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.

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

•

identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

•

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

•

challenging assumptions and judgements made by management in its significant accounting estimates; and

•

identifying and testing journal entries, in particular any journal entries with unusual characteristics.

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 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 an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.




James Morter (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

10 September 2026

 

Cubic Topco Limited

Consolidated Profit and Loss Account for the Period from 12 December 2024 to 31 December 2025

Note

2025
£

Turnover

3

10,191,440

Cost of sales

 

(6,776,326)

Gross profit

 

3,415,114

Administrative expenses

 

(4,378,985)

Operating loss

4

(963,871)

Other interest receivable and similar income

183

Interest payable and similar expenses

5

(1,653,947)

Loss before tax

 

(2,617,635)

Tax on loss

9

71,822

Loss for the financial period

 

(2,545,813)

The above results were derived from continuing operations.

The group has no other comprehensive income for the year.

 

Cubic Topco Limited

(Registration number: 16132550)
Consolidated Balance Sheet as at 31 December 2025

Note

31 December 2025
 £

Fixed assets

 

Intangible assets

10

11,591,845

Tangible assets

11

493,924

 

12,085,769

Current assets

 

Stocks

14

197,450

Debtors

15

1,385,875

Cash at bank and in hand

 

1,040,901

 

2,624,226

Creditors: Amounts falling due within one year

16

(1,830,365)

Net current assets

 

793,861

Total assets less current liabilities

 

12,879,630

Creditors: Amounts falling due after more than one year

16

15,251,761

Capital and reserves

 

Called up share capital

19

919

Share premium reserve

152,280

Other reserves

20,483

Profit and loss account

(2,545,813)

Total equity

 

(2,372,131)

Total capital, reserves and long term liabilities

 

12,879,630

Approved and authorised by the Board on 10 September 2026 and signed on its behalf by:
 

S Igout
Director

 

Cubic Topco Limited

(Registration number: 16132550)
Balance Sheet as at 31 December 2025

Note

2025
£

Fixed assets

 

Investments

12

1

Current assets

 

Debtors

15

10,324,505

Creditors: Amounts falling due within one year

16

(32,654)

Net current assets

 

10,291,851

Total assets less current liabilities

 

10,291,852

Creditors: Amounts falling due after more than one year

16

10,437,786

Capital and reserves

 

Called up share capital

19

919

Share premium reserve

152,280

Profit and loss account

(299,133)

Total equity

 

(145,934)

Total capital, reserves and long term liabilities

 

10,291,852

The company made a loss after tax for the financial period of £299,133.

Approved and authorised by the Board on 10 September 2026 and signed on its behalf by:
 

S Igout
Director

 

Cubic Topco Limited

Consolidated Statement of Changes in Equity for the Period from 12 December 2024 to 31 December 2025
Equity attributable to the parent company

Share capital
£

Share premium
£

Foreign currency translation reserve
£

Profit and loss account
£

Total
£

Total equity
£

Loss for the period

-

-

-

(2,545,813)

(2,545,813)

(2,545,813)

New share capital subscribed

919

152,280

-

-

153,199

153,199

Translation of foreign subsidiaries

-

-

20,483

-

20,483

20,483

At 31 December 2025

919

152,280

20,483

(2,545,813)

(2,372,131)

(2,372,131)

 

Cubic Topco Limited

Statement of Changes in Equity for the Period from 12 December 2024 to 31 December 2025

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

Loss for the period

-

-

(299,133)

(299,133)

New share capital subscribed

919

152,280

-

153,199

At 31 December 2025

919

152,280

(299,133)

(145,934)

 

Cubic Topco Limited

Consolidated Statement of Cash Flows for the Period from 12 December 2024 to 31 December 2025

Note

2025
£

Cash flows from operating activities

Loss for the period

 

(2,545,813)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

1,311,039

Loss on disposal of tangible assets

2,335

Finance income

(183)

Finance costs

5

1,653,947

Income tax expense

9

(71,822)

Foreign exchange gains/losses

 

50,640

 

400,143

Working capital adjustments

 

Decrease in stocks

 

45,674

Increase in debtors

 

(54,260)

Decrease in creditors

 

(984,325)

Cash generated from operations

 

(592,768)

Income taxes paid

 

(12,035)

Net cash flow from operating activities

 

(604,803)

Cash flows from investing activities

 

Interest received

183

Acquisitions of tangible assets

(304,035)

Proceeds from sale of tangible assets

 

4,419

Acquisition of subsidiaries

13

(11,815,508)

Net cash flows from investing activities

 

(12,114,941)

Cash flows from financing activities

 

Proceeds from issue of ordinary shares, net of issue costs

 

153,199

Proceeds from other borrowing draw downs

 

4,455,339

Proceeds from issue of preference shares

 

9,339,407

Costs associated with financing activities

 

(187,300)

Net cash flows from financing activities

 

13,760,645

Net increase in cash and cash equivalents

 

1,040,901

Cash and cash equivalents at 12 December 2024

 

-

Cash and cash equivalents at 31 December 2025

 

1,040,901

 

Cubic Topco Limited

Notes to the Financial Statements for the Period from 12 December 2024 to 31 December 2025

 

1

General information

The company is a private company limited by share capital, incorporated in the United Kingdom.

The address of its registered office is:
33 Glasshouse Street
London
W1B 5DG

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2025.

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial period of £299,133.

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

 

Cubic Topco Limited

Notes to the Financial Statements for the Period from 12 December 2024 to 31 December 2025

Parent Company Guarantee

Cubic Topco Limited has provided a guarantee in accordance with section 479A of the companies act 2006 to the below named subsidiaries to allow them to claim exemption from audit:

•

Cubic Midco Limited (16132635)

•

Cubic Holdco Limited (16132745)

•

Cubic Bidco Limited (16132889)

•

Medimatch Dental Laboratory Limited (05812965)

•

MediMatch Supplies Limited (07985358)

•

Dentucation Limited (12566893)

Going concern

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

Critical accounting judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised 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.
 

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

 

Cubic Topco Limited

Notes to the Financial Statements for the Period from 12 December 2024 to 31 December 2025

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets is reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Computer equipment

33% straight line

Furniture, fittings and equipment

15% straight line

Motor vehicles

25% straight line

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

10% straight line

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

 

Cubic Topco Limited

Notes to the Financial Statements for the Period from 12 December 2024 to 31 December 2025

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

Work in progress represents costs incurred on cases not invoiced at the reporting date. It is valued at the lower of attributable cost and net realisable value. Cost includes material costs, direct staff costs and attributable overheads incurred in providing the services.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 

Cubic Topco Limited

Notes to the Financial Statements for the Period from 12 December 2024 to 31 December 2025


Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.


Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

Cubic Topco Limited

Notes to the Financial Statements for the Period from 12 December 2024 to 31 December 2025

 

3

Turnover

The analysis of the group's Turnover for the period from continuing operations is as follows:

2025
£

Sale of goods

10,191,440

The analysis of the group's Turnover for the period by market is as follows:

2025
£

UK

8,100,271

Rest of world

2,091,169

10,191,440

 

4

Operating profit

Arrived at after charging/(crediting)

2025
£

Depreciation expense

134,319

Amortisation expense

1,176,720

Foreign exchange losses

50,640

Operating lease expense - property

110,000

Loss on disposal of property, plant and equipment

2,335

 

5

Interest payable and similar expenses

2025
£

Interest on bank overdrafts and borrowings

31,611

Interest on preference shares

1,098,379

Interest payable to related parties

523,957

1,653,947

 

Cubic Topco Limited

Notes to the Financial Statements for the Period from 12 December 2024 to 31 December 2025

 

6

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2025
£

Wages and salaries

2,814,674

Social security costs

346,138

Pension costs, defined contribution scheme

58,915

Other employee expense

1,814

3,221,541

The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:

2025
No.

Employees

70

Company
The company incurred no staff costs and had no employees other than the directors.

 

7

Directors' remuneration

The directors' remuneration for the period was as follows:

2025
£

Remuneration

147,339

Contributions paid to money purchase schemes

1,321

148,660

During the period the number of directors who were receiving benefits and share incentives was as follows:

2025
No.

Accruing benefits under money purchase pension scheme

1

 

8

Auditors' remuneration

2025
£

Audit of these financial statements

23,000

Other fees to auditors

All other non-audit services

23,000

 

Cubic Topco Limited

Notes to the Financial Statements for the Period from 12 December 2024 to 31 December 2025


 

 

9

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2025
£

Current taxation

Overseas corporation tax

2,002

Deferred taxation

Arising from origination and reversal of timing differences

(73,824)

Tax receipt in the income statement

(71,822)

The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK of 25%.

The differences are reconciled below:

2025
£

Loss before tax

(2,617,635)

Corporation tax at standard rate

(639,009)

Tax increase from effect of capital allowances and depreciation

301,140

Effect of expense not deductible in determining taxable profit (tax loss)

275,911

Tax increase arising from overseas tax suffered/expensed

2,002

Movement in deferred tax not recognised

(11,866)

Total tax credit

(71,822)

Deferred tax

Group

Deferred tax assets and liabilities

2025

Asset
£

Fixed asset timing differences

(26,079)

Losses and other deductions

79,844

Short term timing differences

20,059

73,824

 

Cubic Topco Limited

Notes to the Financial Statements for the Period from 12 December 2024 to 31 December 2025

 

10

Intangible assets

Group

Goodwill
 £

Cost or valuation

Additions acquired separately

12,768,565

At 31 December 2025

12,768,565

Amortisation

Amortisation charge

1,176,720

At 31 December 2025

1,176,720

Carrying amount

At 31 December 2025

11,591,845

 

11

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Motor vehicles
 £

Total
£

Cost or valuation

Additions

10,860

284,480

8,695

304,035

Acquired through business combinations

122,034

191,678

11,674

325,386

Disposals

-

-

(3,836)

(3,836)

At 31 December 2025

132,894

476,158

16,533

625,585

Depreciation

Charge for the period

46,436

82,954

4,023

133,413

Eliminated on disposal

-

-

(1,752)

(1,752)

At 31 December 2025

46,436

82,954

2,271

131,661

Carrying amount

At 31 December 2025

86,458

393,204

14,262

493,924

Included within the net book value of land and buildings above is £105,939 in respect of freehold land and buildings.
 

 

Cubic Topco Limited

Notes to the Financial Statements for the Period from 12 December 2024 to 31 December 2025

 

12

Investments

Company

2025
£

Investments in subsidiaries

1


 

Subsidiaries

£

Cost

Additions

1

Carrying amount

At 31 December 2025

1

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2025

Subsidiary undertakings

Cubic Midco Limited

England and Wales

Ordinary

100%

Cubic Holdco Limited

England and Wales

Ordinary

100%

Cubic Bidco Limited

England and Wales

Ordinary

100%

Medimatch Dental Limited

Hong Kong

Ordinary

100%

Laboratoire Dentaire MM Dental SaRL

France

Ordinary

100%

MediMatch Dental S.R.L

Italy

Ordinary

100%

MediMatch Laboratorio Y Suministros Dental S.L

Spain

Ordinary

100%

Medimatch Dental Laboratory Limited

England and Wales

Ordinary

100%

MediMatch Supplies Limited

England and Wales

Ordinary

100%

MediMatch Supplies (Ire) Limited

Ireland

Ordinary

100%

Dentucation Limited

England and Wales

Ordinary

100%

Denturesaver Limited

England and Wales

Ordinary

100%

Arcdental S.L

Spain

Ordinary

100%

Cubic Midco Limited is held directly by the company, all other subsidiaries are indirect holdings.

 

Cubic Topco Limited

Notes to the Financial Statements for the Period from 12 December 2024 to 31 December 2025

The principal activity of Cubic Midco Limited, Cubic Holdco Limited and Cubic Bidco Limited is that of being intermediate holding entities.

The principal activity of MediMatch Dental Limited, MediMatch Dental Laboratory Limited, MediMatch Supplies Limited, MediMatch Supplies (Ire) Limited, Laboratoire Dentaire, MM Dental SaRL, MediMatch Dental S.R.L, Dentucation Limited, MediMatch Laboratorio Y Suministros Dental S.L , Denturesaver Limited and Arcdental S.L. is the provision of dental products, training and workflows to dentists to enable them to provide high quality dental services to patients.

MediMatch Laboratorio Y Suministros Dental S.L and Arcdental S.L were dormant during the year.
 

The registered office of all UK entities except holding entities is Unit 2, The Works, Colville Road, London, England, W3 8BL.

The registered office of Cubic Midco Limited, Cubic Holdco Limited and Cubic Bidco Limited is 33 Glasshouse Street, London, United Kingdom, W1B 5DG.

The registered office of MediMatch Supplies (Ire) Limited and Medimatch Dental Laboratory (Ireland) Limited is Unit 6 Lyon House, 50 Nore Road, Dublin Industrial Estate,Glasnevin, Dublin 11, Dublin, Ireland.

The registered office of Laboratoire Dentaire MM Dental SARL is 1 Av. Aimé Auberville, 77500 Chelles, France.

The registered office of MediMatch Dental S.R.L. is Via Gian Battista Brocchi, 7/A, 20131 Milano MI, Italy.

The registered office of MediMatch Laboratorio Y Suministros Dental S.L. and Arcdental S.L. is Calle Jacinto Benavente 23LOCAL 7 AND 8. 29601, Marbella (Málaga), Spain.

 

13

Business combinations

On 23 January 2025, Cubic Bidco Limited acquired 100% of the issued share capital of Medimatch Dental Limited and its subsidiaries, obtaining control.

The acquired group contributed £10,191,440 revenue and a loss of £2,527,922 to the group for the period between the date of acquisition and the Balance Sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Book and fair value
2025
£

Assets and liabilities acquired

Financial assets

2,745,825

Stocks

243,124

Tangible assets

332,638

Financial liabilities

(2,590,664)

Total identifiable assets

730,923

Goodwill

12,768,565

Total consideration

13,499,488

Satisfied by:

Cash

13,289,488

Contingent consideration arrangement

210,000

Total consideration transferred (provisional)

13,499,488

 

Cubic Topco Limited

Notes to the Financial Statements for the Period from 12 December 2024 to 31 December 2025

Book and fair value
2025
£

Cash flow analysis:

Cash consideration

13,289,488

Less: cash and cash equivalent balances acquired

(1,473,980)

Net cash outflow arising on acquisition

11,815,508

 

14

Stocks

 

Group

2025
£

Finished goods

155,917

Work in progress

41,533

197,450

 

15

Debtors

   

Group

Company

Note

2025
£

2025
£

Trade debtors

 

1,068,657

-

Amounts owed by group undertakings

21

-

10,323,600

Other debtors

 

119,866

-

Prepayments

 

113,495

905

Deferred tax assets

9

73,824

-

Corporation tax asset

 

10,033

-

 

1,385,875

10,324,505

 

16

Creditors

   

Group

Company

Note

2025
£

2025
£

Due within one year

 

Loans and borrowings

17

55,000

-

Trade creditors

 

846,896

-

Social security and other taxes

 

137,253

-

Other payables

 

625,638

1,353

Accruals and deferred income

 

165,578

31,301

 

1,830,365

32,654

Due after one year

 

Loans and borrowings

17

15,251,761

10,437,786

 

Cubic Topco Limited

Notes to the Financial Statements for the Period from 12 December 2024 to 31 December 2025

 

17

Loans and borrowings

Current loans and borrowings

 

Group

Company

2025
£

2025
£

Bank borrowings

55,000

-

Bank borrowings at 31 December 2025 consist of £55,000 CBIL loan with Natwest bank. The loan is repayable in full on 15 June 2026 and and was originally advanced on 15 June 2020. Interest is payable at a rate of 2.42% pa over base rate.

Non-current loans and borrowings

 

Group

Company

2025
£

2025
£

Preference shares classified as liabilities

10,437,786

10,437,786

Other borrowings

4,813,975

-

15,251,761

10,437,786

Other borrowings include loan notes, plus accrued interest, due after one year of £4,979,296 owing to QPE Partners Holdco I Limited. Loan notes are stated net of debt costs capitalised of £165,321. Loan notes totalling £4,455,339 were issued on 23 January 2025 and are repayable on 23 January 2033. Interest is charged at a rate of 12% per annum, compounding annually. At the balance sheet date, the total loan notes payable includes accrued interest of £523,957.

Preference shares above comprise 2,970,225 A preference shares with an aggregate nominal value of £2,970,225 and 6,369,182 B preference shares with an aggregate nominal value of £6,369,182 which were issued as part of acquisition of Medimatch Dental Limited by Cubic Bidco Limited on 23 January 2025. Dividends are payable at a rate of 12%. At the balance sheet date, the preference shares had accrued dividends (classified as interest) of £349,319 and £749,060 respectively, included in the total carrying value above. The preference shares are repayable in accordance with the Company's articles.

 

18

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £58,915.

Contributions totalling £126,313 were payable to the scheme at the end of the period and are included in creditors.

 

Cubic Topco Limited

Notes to the Financial Statements for the Period from 12 December 2024 to 31 December 2025

 

19

Share capital

Allotted, called up and fully paid shares

2025

No.

£

A Ordinary shares of £0.01 each

66,436

664

B Ordinary shares of £0.01 each

21,064

211

C Ordinary shares of £0.01 each

4,380

44

91,880

919

1 Ordinary share of £0.01 was allotted upon incorporation. On 23 January 2025, the 1 Ordinary share of £0.01 was redesignated as 1 A Ordinary share of £0.01.

New shares allotted

During the period, 66,435 A Ordinary shares having an aggregate nominal value of £664 were allotted for an aggregate consideration of £66,435. These shares were allotted on 23 January 2025. These shares have been classified as debt.

During the period, 21,064 B Ordinary shares having an aggregate nominal value of £211 were allotted for an aggregate consideration of £21,064. These shares were allotted on 23 January 2025. These shares have been classified as debt.

During the period, 2,800 C Ordinary shares having an aggregate nominal value of £28 were allotted for an aggregate consideration of £42,000. These shares were allotted on 23 January 2025. These shares have been classified as debt.

During the period, 1,580 C Ordinary shares having an aggregate nominal value of £16 were allotted for an aggregate consideration of £23,700. These shares were allotted on 29 April 2025. These shares have been classified as debt.


Share rights

All classes of Ordinary Shares rank pari passu in all respects.

 

20

Obligations under lease contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2025
£

Not later than one year

110,000

Later than one year and not later than five years

52,740

162,740

The amount of non-cancellable operating lease payments recognised as an expense during the period was £110,000 .

 

Cubic Topco Limited

Notes to the Financial Statements for the Period from 12 December 2024 to 31 December 2025

 

21

Related party transactions

Group

Summary of transactions with related parties

During the year, monitoring fees of £93,630 were charged by Queen's Park Equity LLP, a shareholder of the company. Amounts outstanding at the year end totalled £1,353.

During the year, the company issued 66,436 A Ordinary shares with an aggregate value of £664.36 for total consideration of £66,436 to Queen's Park Equity LLP. The company also issued 18,625 B Ordinary shares with an aggregate value of £186.25 for total consideration of £18,625 to Stichting Medimatch Huisartsen Netherlands. 2,439 B Ordinary shares with an aggregate value of £24.39 were issued to directors for total consideration of £2,439. 6,300 C Ordinary shares with an aggregate value of £63 were issued to directors for total consideration of £94,500.

Additionally during the year the 2,970,225 A Preference shares with an aggregate value of £2,970,225 to Queen's Park Equity LLP. B Preference shares totalling 6,063,621 with an aggregate value of £6,063,621 were issued to Stichting Medimatch Huisartsen Netherlands. In addition, 305,561 B Preference shares with an aggregate value of £305,561 were issued to directors. The preference shares form part of the company's financing structure and carry a cumulative preferential dividend of 12% per annum. See Note 19 for further details of the rights attaching to these shares.

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 7 to the financial statements.

At the balance sheet date, £30,103 was owed to the company by directors, this amount is included within other payables.

 

 

22

Non adjusting events after the financial period

On 19 May 2026, the Group acquired Gensmile Laboratories Ltd through its newly set up subsidiary Savernake Laboratories Trading Limited.

On 28 May 2026, the Group secured external debt financing totalling £10.4 million.

 

Cubic Topco Limited

Notes to the Financial Statements for the Period from 12 December 2024 to 31 December 2025

 

23

Analysis of changes in net debt

Group

Cash flows
£

Acquisition of subsidiaries
£

Other non-cash changes
£

At 31 December 2025
£

Cash and cash equivalents

Cash

(433,079)

1,473,980

-

1,040,901

Borrowings

Long term borrowings

(4,268,039)

-

(545,937)

(4,813,976)

Short term borrowings

-

(55,000)

-

(55,000)

Preference shares

(9,339,407)

-

(1,098,378)

(10,437,785)

(13,607,446)

(55,000)

(1,644,315)

(15,306,761)

 

(14,040,525)

1,418,980

(1,644,315)

(14,265,860)

Other non-cash changes in long term borrowings represent loan notes accrued interest and amortisation of debt costs. Other non-cash changes on Preference shares classified as liabilities represents accrued dividends. Other non-cash changes on bank borrowings related to the outstanding CBIL loan advanced to the subsidiaries in 2020.

 

24

Parent and ultimate parent undertaking

The ultimate controlling party is Queen's Park Equity LLP.