The directors present the group strategic report of Dragon MidCo Limited (the "company") and its subsidiary undertakings (together the "group") for the year ended 31 December 2024.

The group owns the Tangle Teezer brand and its principal activity is design and distribution of specialist Tangle

Teezer hair brushes and associated products.

Full year consolidated turnover for the year to 31 December 2024 was £66,441,000 (2023: £53,540,000), 24% higher than in the year to 31 December 2023. Direct markets grew strongly, fuelled by US distribution gains, alongside substantial growth in Europe. The business continued to make significant investments in marketing and brand awareness, and increased investment in research and development to support new product innovation. Further investments were made in infrastructure and personnel, as well as adding further global production capability and additional capacity to support continued growth.

The Tangle Teezer group was 100% acquired by Société BIC on 11 December 2024. In a world where consumers are increasingly turning to brands that prioritize high quality and exceptional value, Tangle Teezer and BIC share a common DNA - delivering joy and simplicity in everyday life, while championing innovative solutions and industrial excellence. BIC will build on its outstanding capabilities in creating and distributing high-quality, value-for-money products to unlock synergies and accelerate Tangle Teezer’s next phase of growth. As part of BIC, Tangle Teezer is well positioned to reach further scale and gain market-leading positions in BIC’s key regions.

2024 saw 31% growth in core detangling categories driven by US growth and the success of new effects (Chrome). Product sales of our established core products continue to be supported by new size variants, new designs and innovation for different hair types. ‘The Ultimate Detangler’ product family continues to drive growth with new distribution gains and supplemented by large and small versions, and variants for fine and fragile and naturally curly hair.

Tangle Teezer products continue to win numerous awards around the world from various influential press publications within the beauty industry. Tangle Teezer products won 7 significant awards during 2024, with five of these for the Plant Brush, which launched in 2023, recognizing the strength of our innovation and commitment to making Tangle Teezer even more sustainable. For Plant Brush, these awards included the Allure Best of Beauty Award, the Elle First Class Beauty award, and the Marie Claire Best Detangling Brush award.

Gross profit margins increased to 52% (2023: 50%). Despite inflationary pressures, margins were improved due to economies of scale and improved operational efficiency.

Loss before taxation for the year to 31 December 2024 decreased to £3,917,000 (2023: £7,701,000). This was driven by sales growth and margin improvements. Underlying Group consolidated EBITDA grew by 35% driven by Gross margin improvements and the performance of the US subsidiary.

There were a number of staff additions during the year with average staff numbers increasing to 86 (2023: 74). These additions primarily supported the business expansion in the US, as well as global supply chain development.

Net current assets decreased to £7,460,000 (2023: £14,710,000). Trade and other receivables increased by 30% driven by growth in sales and phasing of external receipts. Inventories increased by 53% to support sales growth and localised manufacturing. Trade creditors increased by 41% due to sales growth in the US.

The business is a market leader in detangling hairbrushes and has leveraged its strong brand equity to expand into other core haircare categories, such as Blow-drying and Styling, catering for different global hair types and delivering exciting designs. The business has successfully launched into adjacent categories with the launch of detangling sprays, accessories, scalp care products and combs, as well as the successful Pet Teezer brand. Tangle Teezer has grown to become a truly global brand that enjoys substantial and increasing brand awareness, and strong customer loyalty; it has continual innovation at its heart, with products designed differently to perform brilliantly. The goal is to continue to grow into a leading haircare brand and to be the world’s most popular hairbrush.

Tangle Teezer will continue its innovative approach to product development, and plans are in place for numerous significant product launches during the next 18 months, meeting evolving customer demands and expanding into adjacent categories. This includes further developing the portfolio of products for different hair types, new designs and collaborations and continued expansion into adjacent product categories. Tangle Teezer will continue to build on its strong brand position, and seek to grow the market with new products, gain further market share and expand geographically.

At Tangle Teezer we care about hair, but we also care about our customers and how we treat the planet. We want to make innovative haircare in the most sustainable way we can, so we can all live life, untangled. We have made positive strides towards sustainability, and we want to continue to reduce our carbon footprint and the amount of waste we produce, so we can keep making waves, not tangles – for our planet and for the future.

In 2024 we continue to focus on sustainability, with sales of our Plant brush, made from 85% sustainably sourced castor beans, doubling to 385,000 (2023: 188,000) and accounting for 2.6% of our total brushes sold. We are on track to remove all plastic packaging by end of 2025, replaced with fully recyclable, FSC and CPI certified, cardboard. In 2024 over 90% of product produced was in cardboard packaging, and in our core UK and US markets we have fully eliminated plastic packaging from our brush production process. We also recycled close to 1,500 brushes in 2024, 20% more than last year (2023: 1,200).

We also support important social causes. In 2024, we launched a four-year partnership with The King’s Trust and their Change A Girls Life campaign, built on a shared value that young women should have the tools to live their life with confidence, allowing them to flourish. Our commitment to The King’s Trust includes an annual donation of £25,000 as well as donations from UK sales. We are also proud to have established the Tangle Trust, our internal group of fundraisers and event organisers who proactively support the King’s Trust through fundraising activities and volunteering opportunities. Alongside the launch of our Extra Gentle brush, we announced a one-year partnership with the American Cancer Society to support those affected by cancer, because healing hair brings confidence, strength, and self-expression. Additionally, we continue to work with local charities, e.g. Bermondsey Food Bank and Great Ormond Street.

Continuous revenue growth is planned through deeper market penetration and new product innovation and diversification. In line with this, costs such as marketing, research & development and staff costs will increase due to the additional resources required to assist in taking the group forward.

The group’s key financial KPl's are as follows:

• sales growth of at least 15% (2024: 24%);

• a gross profit margin of at least 47% (2024: 52%); and

• a profit before tax of at least 15% (2024: 16%).

Sales, gross profit margin, and profit before tax are essential financial KPIs as they provide a comprehensive view of a company’s performance. Sales reflect market demand and cash flow, gross profit margin indicates operational efficiency and pricing strategy, and profit before tax highlights overall profitability and strategic viability. Together, these metrics guide businesses in maintaining competitiveness, ensuring sustainable growth, and building confidence among stakeholders.

It is the responsibility of the group directors to understand and ensure systems are in place to control risks and

uncertainties that the group faces. The principal risks the business faces are:

Credit Risk

Over the recent years the company's exposure to bad debt has been minimal. The company continues to control this through rigorous company credit checks prior to offering credit terms, and with bank guarantees where deemed necessary.

Liquidity and Cashflow Risks

Liquidity and cashflow risk remains low. Sales revenue has remained strong and consistent in recent years due to a balanced sales portfolio, generating strong margins. Operating expenses contain a large discretionary element used to support the brand, which can be flexed should external factors materially impact demand. Additionally, as part of the BIC group we have the full support of Société BIC for all liquidity requirements, including access to a global cash pooling arrangement. Société BIC undertakes without restriction to ensure that its subsidiaries are managed and financially endowed in such a way that they are at all times in a position to meet all their payment obligations to creditors.

Foreign Exchange Risk

Exposure to foreign exchange risks remain minimal over the years due to Tangle Teezer Limited predominately invoicing in GBP and Tangle Teezer Inc. solely in USD. As the group has expanded internationally there are now a few customer accounts in foreign currencies. These customer accounts represent a very small proportion of our overall business. Otherwise, exposure to foreign exchange risk is limited to costs incurred in US dollar, Euro and Chinese yuan. The group holds bank accounts in all four currencies and the current and future strategy will continue to focus on creating a natural hedge position to mitigate any foreign exchange exposure.

Commercial Risks and Developments

As with any successful brand, imitation and counterfeit products have been launched by competitors in several markets. The company has a full time, in-house, Brand Protection Manager who works closely with customs officials, both home and abroad, and a 'zero tolerance' approach is taken with anyone found manufacturing or distributing non-genuine product.

The business has continued to perform well during 2024, remains a going concern with a healthy Balance Sheet and a strong outlook.

The directors are required to explain how they consider the interests of key stakeholders and the broader matters set out in section 172(1) (A) to (F) of the Companies Act 2006 (‘S172’) when performing their duty to promote the

success of the company under S172. This includes considering the interest of other stakeholders which will have an impact on the long-term success of the company and the group.

S172 statement explains who the company’s stakeholder groups are, their material issues and how the directors of the company and the wider group (“Tangle Teezer”) engage with them, and the effect of that regards, including on the principal decisions taken by the company during the financial year. The S172 statement focuses on matters of strategic importance and the level of information disclosed is consistent with the size and the complexity of the business.

When making decisions, the directors ensure that they consider, in good faith, would most likely promote the

group's success for the benefit of its members as a whole, and in doing so have regard (among other matters) to:

S172(1) (A) The likely consequences of any decision in the long term:

The directors understand Tangle Teezer’s business and the evolving environment in which it operates. Tangle

Teezer’s 5 Year strategic framework ensures that all board decisions are consistent with the vision of becoming the #1 brand for healthy hair. This strategic framework acts as a guide to ensure decision making

supports the long term sustainable development of the brand, commercially and operationally with continued

product innovation at its core.

The board continues to take account of the challenging global environment in its decision making, whether that be the impact of tariffs, inflation or other potential macroeconomic risks. Decisions have been made to continue the international development of the brand to mitigate these risks, supported by additional localised manufacturing and supply chain developments. The board continues to monitor global developments and makes decisions to optimise our manufacturing strategy in response.

The business was acquired by Société BIC in December 2024. The board carefully considered the impact on Tangle Teezer’s strategic direction, which remains unaltered, and all Tangle Teezer stakeholders, before approving the transaction.

S172(1) (B) The interests of Tangle Teezer’s group's employees:

Tangle Teezer was once again GPTW (Great Place to Work) certified in 2024. Our employees are central to the delivery of the company strategy and ambitions and regular engagement is vital for continuous improvement. The process and results demonstrate our commitment to people, with due consideration to employees part of every decision made by the board. This has included relocating to new office locations in 2024 in both the UK and US to support growth and evolving employee needs.

Significant efforts are made to ensure that Tangle Teezer remains a responsible employer from pay and benefits to health, safety and workplace environment. The company continues to benchmark employee pay and conditions to ensure fairness for employees, invests in employee welfare and development and is constantly developing our people strategy and resources. The board and management team communicate regularly with the organisation to ensure alignment of objectives and drive engagement.

The board took time to consider the impact of the Société BIC acquisition on the group’s employees, choosing to partner with a business with similar cultural values, and where the impact on employees is anticipated to be minimal.

S172(1) (C) The need to foster Tangle Teezer’s business relationships with suppliers, customers, shareholders and others:

Strong and mutually beneficial relationships with suppliers, customers and other partners are fundamental pillars for Tangle Teezer’s operational success.

Customers

• The board is committed to understanding our customers’ needs, continuing to engage through many different social and customer service platforms, using feedback to support future developments and decision making. This has helped us to establish a focused product portfolio addressing different hair types and different needs.

• The company works with distributors in certain markets to deliver the Tangle Teezer brand to the global audience. It is vital that these relationships are mutually beneficial and that key long term strategic partnerships are formed to support the future development of the brand and market growth.

Partners and suppliers

• Tendering to ensure equal opportunities for suppliers and best commercial outcome for the business.

• Ensuring that new partners and suppliers match our values and we strive to establish long term sustainable relationships.

• We have continued to develop the Greenstone supplier onboarding portal during 2024. This brings even greater consistency to supplier selection and the gathering key ESG information.

• The business has made decisions to diversify its manufacturing, adding new suppliers and capacity to support growth, while maintaining strong partnerships with existing suppliers.

• The Société BIC acquisition allows the business to continue to support future growth through added supply chain capability and scale. The Board have considered the potential impact on existing partners and suppliers and have and will continue to act in a fair and transparent way with any partner impacted.

S172(1) (D) The impact of Tangle Teezer’s operations on the community and the environment:

Tangle Teezer engages in regular consultations with external consultants to gain valuable perspectives on the ways in which group’s activities could impact the local community or environment.

At Tangle Teezer, we’ve always been a brand that cares, and that is reflected in the decisions we make. We care about our customers, we care about hair and we care how we treat the planet we all live on. Dedicated updates on climate, environmental, social and governance related matters, covering all aspects of the group’s business are reviewed at regular board meetings, and the board reviews progress against any action it considers is required. There are further examples of our dedicated approach to ESG in the ESG section of the strategic report and the board ensures that all decisions made consider the impact on our community and environment.

Société BIC share Tangle Teezer’s vision for ensuring a positive impact on local community and the environment. Tangle Teezer will continue to be the brand that cares, while leveraging BIC’s global reach to further enhance this position.

S172(1) (E) The desirability of Tangle Teezer maintaining a reputation for high standards of business conduct:

The desirability of Tangle Teezer to maintain its reputation for high standards of business conduct, translates to board of directors’ intention to behave responsibly and ensure that the business operates in a responsible manner within the high standards of business conduct and good governance.

Regular communication amongst the board and employees and effective, formally recorded board meetings ensure such standards are maintained. Where appropriate, independent legal advice is obtained to support the decision-making process.

Tangle Teezer has an established dedicated compliance team that ensures the highest standards of conduct and compliance across all parts of the organisation, with regular board interaction ensuring this is fundamental to decision making.

S172(1) (F) The need to act fairly as between members of the company and the group:

The directors are responsible for choosing the course of actions which enable Tangle Teezer to achieve its long-term strategy, taking into consideration the impact on stakeholders. In doing so, the directors act fairly as between the company’s and the group’s members but are not required to balance the business interest with those of other stakeholders, and this can sometimes mean that certain stakeholder interests may not be fully aligned.

Principal decisions

The principal decisions of the business are disclosed below:

• 100% sale of the company to Société BIC. The benefits to Tangle Teezer of the acquisition have been discussed above within the business review.

The directors present their annual report and audited consolidated financial statements for the year ended 31 December 2024.

The principal activity of the group is design and distribution of Tangle Teezer specialist hair brushes and associated products. The majority of products are manufactured in the UK.

Business review, future developments and risks

Included in the strategic report on pages 1 - 6 are business review, future developments and risks.

The results for the year are set out on page 15.

No dividends were paid during the year (2023: £nil). The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the date of approval of these financial statements.

PricewaterhouseCoopers LLP will be resigning as auditors on completion of the audit of these financial statements.

Statement of stakeholder engagement is included in the strategic report on pages 1 - 6.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditors of the company are unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditors of the company are aware of that information.

The group's UK energy consumption for the year ended 31 December 2024 was as follows:

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

Total energy consumption includes all direct and indirect energy use across the group's UK operations.

Associated Greenhouse gases have been calculated in conjunction with a 3rd party consultant and include all Scope 1, Scope 2 and Scope 3 emissions generated through the business operations. These are then applied to appropriate intensity metrics for the business, number of employees and turnover.

The business continues to take its energy consumption and emissions seriously, with our environmental footprint factored into all key decision making. Direct energy consumption decreased by 19% in 2024, driven by the closure of our Croydon Distribution Centre and the move to a newer, more energy efficient, office space.

The directors are responsible for preparing the Annual 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, comprising FRS 102 "The Financial Reporting Standards applicable in the UK and Republic of Ireland", 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 then apply them consistently;

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

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

• prepare the on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors present the business as a going concern. The business remains in a strong position, with continued growth in sales, strong maintainable cash generation and no listed bank debt.

In recent years the business has continued to perform strongly despite the impact of tariffs and higher levels of inflation. Despite this macroeconomic uncertainty the Tangle Teezer business has continued to see sales grow strongly in key markets, with sustainable improvements to margins and profitability, demonstrating the resilience of the business.

The business has further established localised manufacturing and a supply chain in the Americas and Asia, alongside established manufacturing in the UK. This localised approach is leading to reduced logistics costs, shorter lead times and a reduced carbon footprint, while providing extra capacity to support continued growth and insulating the business against any future global challenges.

At 31 December 2024 the group had net assets of £48,504,000 (2023: £22,217,000 - net liabilities). The business remains well insulated against potential global macroeconomic risks due to its balanced mix of channels and geographies, strong operating margins, flexible cost base and strong balance sheet, and the outlook for 2025 and beyond remains positive. The directors have reviewed the cashflows and performed sensitivities, and believe it is appropriate for the financial statements to be prepared on a going concern basis. This analysis includes a downside scenario where sales are 10% lower than expected but cashflows remain positive with sufficient headroom for further downturns.

Whilst the group remains a going concern in its own right, additionally as part of the BIC group we have the full support of Société BIC for all liquidity requirements, including access to a global cash pooling arrangement. Société BIC undertakes without restriction to ensure that its Subsidiaries are managed and financially endowed in such a way that they are at all times in a position to meet all their payment obligations to creditors, including but not limited to, group cash pooling.

In our opinion, Dragon Midco Limited’s group financial statements and company financial statements (the “financial statements”):

• give a true and fair view of the state of the group’s and of the company’s affairs as at 31 December 2024 and of the group’s loss and the group’s cash flows for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and

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

We have audited the financial statements, included within the Annual Report and Financial Statements (the “Annual Report”), which comprise: the consolidated statement of financial position and company statement of financial position as at 31 December 2024; the consolidated statement of comprehensive income, the consolidated statement of changes in equity, company statement of changes in equity and the consolidated statement of cash flows for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

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

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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the company's ability to continue as a going concern.

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

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance 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 an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of 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 based on these responsibilities.

With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Strategic report and Directors' report

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 year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.

As explained more fully in the Statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they 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 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 company or to cease operations, or have no realistic alternative but to do so.

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

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

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation, sales taxes, payroll tax, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries and management bias in accounting estimates. Audit procedures performed by the engagement team included:

• Reviewing financial statement disclosures to underlying supporting documentation;

• Enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations;

• Identifying and testing journals entries meeting specific fraud criteria; and

• Challenging assumptions made by management in its significant accounting estimates.

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

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or

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

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

• the company financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

The consolidated statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

The notes on pages 21 to 41 form part of these financial statements.

The notes on pages 21 to 41 form part of these financial statements.

The notes on pages 21 to 41 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £660,000 (2023: £1,214,000 - loss).

The notes on pages 21 to 41 form part of these financial statements.

The notes on pages 21 to 41 form part of these financial statements.

The notes on pages 21 to 41 form part of these financial statements.

Dragon MidCo Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Union House, 182-194 Union Street, London, United Kingdom, SE1 0LH.

The group consists of Dragon MidCo Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements have been prepared on a going concern basis and under the historical cost convention.

The principal accounting policies adopted are set out below. These policies have been applied consistently throughout the year.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £660,000 (2023: £1,214,000 - loss).

The consolidated financial statements incorporate those of Dragon MidCo Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The directors present the business as a going concern. The business remains in a strong position, with continued growth in sales, strong maintainable cash generation and no listed bank debt.

In recent years the business has continued to perform strongly despite the impact of tariffs and higher levels of inflation. Despite this macroeconomic uncertainty the Tangle Teezer business has continued to see sales grow strongly in key markets, with sustainable improvements to margins and profitability, demonstrating the resilience of the business.

The business has further established localised manufacturing and a supply chain in the Americas and Asia, alongside established manufacturing in the UK. This localised approach is leading to reduced logistics costs, shorter lead times and a reduced carbon footprint, while providing extra capacity to support continued growth and insulating the business against any future global challenges.

At 31 December 2024 the group had net assets of £48,504,000 (2023: £22,217,000 - net liabilities). The business remains well insulated against potential global macroeconomic risks due to its balanced mix of channels and geographies, strong operating margins, flexible cost base and strong balance sheet, and the outlook for 2025 and beyond remains positive. The directors have reviewed the cashflows and performed sensitivities, and believe it is appropriate for the financial statements to be prepared on a going concern basis. This analysis includes a downside scenario where sales are 10% lower than expected but cashflows remain positive with sufficient headroom for further downturns.

Whilst the group remains a going concern in its own right, additionally as part of the BIC group we have the full support of Société BIC for all liquidity requirements, including access to a global cash pooling arrangement. Société BIC undertakes without restriction to ensure that its Subsidiaries are managed and financially endowed in such a way that they are at all times in a position to meet all their payment obligations to creditors, including but not limited to, group cash pooling.

The group manufactures and sells specialist hair brushes and their associated products. Turnover is recognised to the extent that it is probable that the economic benefits will flow to the group and it can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Accrued income

Accrued income is recognised on the balance sheet reflecting amounts due to be received in respect of the current financial period.

Expenditure on pure and applied research is charged to the statement of comprehensive income in the year in which it is incurred.

Development costs are charged to the statement of comprehensive income in the year of expenditure, unless individual projects satisfy all of the following criteria:

• the project is clearly defined and related expenditure is separately identifiable;

• the project is technically feasible and commercially viable;

• current and future costs are expected to be exceeded by future sales; and

• adequate resources exist for the project to be completed.

In such circumstances the costs are carried forward and amortised over a period not exceeding ten years, commencing in the year the group starts to benefit from the expenditure.

Patents and licences are stated at cost less amortisation. Amortisation is provided at 10% per annum in order to write off each asset over its estimated useful life.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is calculated, using the straight-line method, to allocate the depreciable amount of the assets to their residual values over their estimated useful lives, as follows:

Development expenditure is amortised over the NPD (new product development) life of the project.

Patents are amortised over their useful life. Intellectual property is not amortised in the year of acquisition.

Consideration of obsolescence, future changes in technology, competition, and other economic factors have been used in determining the estimated useful life of the software development capitalised costs.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The group adds to the carrying amount of an item of non-current assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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

Depreciation is provided on the following basis:

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

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the statement of comprehensive income.

Investments in subsidiaries are measured at cost less accumulated impairment.

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in or , unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if the reasons for the impairment loss have ceased to apply.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the statement of financial position when the group becomes party to the contractual provisions of the instrument.

Basic financial assets, including trade and other debtors, amounts owed by group undertakings and cash and bank balances, are recognised at transaction price.

The group makes an estimate of the recoverable value of its trade and other debtors. Where necessary an impairment provision is made.

Basic financial liabilities, including trade and other creditors, loans and borrowings, and amounts owed by group undertakings are recognised at transaction price. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs.

Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Pillar Two model rules

The entity and the group of which it is part are within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in England, the jurisdiction in which the entity is incorporated, Since the Pillar Two legislation was not effective at the reporting date, the group has no related current tax exposure. The group applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to Section 29 issued in July 2023.

Under the legislation, the group is liable to pay a top-up tax for the difference between the GloBE effective tax rate for each jurisdiction and the 15% minimum rate. All entities within the group have an effective tax rate that exceeds 15% therefore it is expected that Pillar Two will not have an impact on the group.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash ­generating unit, the viability and expected future performance of that unit.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Tangible assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on the number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are considered. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Provision is made for assets retirement obligations and dilapidations. These provisions require management's best estimate of the costs that will be incurred based on legislative and contractual requirements. In addition, the timing of the cash flows and the discount rates used to establish net present value of the obligations require management's judgement.

When calculating the stocks provision, management considers the nature and condition of the stocks, as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials. If stocks are deemed to be impaired and not in saleable condition, or the product is obsolete, the carrying value is reduced to zero. If the product line is deemed categorised as discontinued, a provision is taken for all stocks above 6 months of sales, based on current sell through rates. Refer to note note,note31 for the net carrying amount of the stocks.

In the prior years, the company was incorrectly calculating interest receivable on the intercompany loan to Dragon BidCo Limited. This has resulted in a prior year adjustment effecting parent company's books only as follows:

The group audit fees, which include the fee for the audit of the parent company, have been borne by a fellow group undertaking, Tangle Teezer Limited, in both current and preceding years.

The directors have agreed with the company's auditors that the auditor's liability to damages for breach of duty in relation to the audit of the company's financial statements for the year to 31 December 2024 and the financial statements of its subsidiaries whose statutory audits are governed by the same agreement with the auditor (the ‘subsidiaries’) will be limited to the greater of £5,000,000 or 5 times the auditor's fees for the statutory audits, and that, in any event, the auditor's liability for damages will be limited to that part of any loss suffered by the company and the subsidiaries as is just and equitable having regard to the extent to which the auditor, the company, the subsidiaries and any third parties are responsible for the loss in question. The shareholders of the company approved this liability limitation agreement, as required by the Companies Act 2006, by a resolution 9 June 2025.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

Directors are remunerated for their services to the parent company via the fellow group undertaking, Tangle Teezer Limited.

Factors affecting income tax for the year

With effect from 1 April 2023, the UK corporation tax rate increased from 19.00% to 25.00%. The blended rate for the comparative year was 23.50%.

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the UK blended rate of tax as follows:

The company holds a 100% investment in Dragon BidCo Limited, a company incorporated in England and Wales. The principal activity of this company is investment holding.

Details of the company's subsidiaries at 31 December 2024 are as follows:

During the year £20,878,000 (2023: £17,766,000) of stocks was recognised as an expense and included within cost of sales in the statement of comprehensive income.

During the year £152,000 (2023: £519,000) of stocks was written off.

Amounts owed by group undertakings falling due within one year relate to amounts owed by the group's immediate parent company, Dragon TopCo Limited. They are unsecured, interest free and repayable on demand.

Amounts owed by controlling parties falling due within one year include loans to the group's ultimate parent, Société Bic S.A., which are unsecured, repayable on demand and bear an annual interest at EONIA or ESTER (or equivalent overnight rate) less margin.

Amounts owed by group undertakings falling due after more than one year include Rollover Loan Notes receivable from Dragon BidCo Limited in the amount of £23,199,000 (2023: £21,306,000) which comprise £16,486,000 (2023: £16,486,000) of principal and £6,713,000 (2023: £4,820,000) accrued interest. These are fixed rate loan notes repayable on 31 December 2027. They are unsecured and bear an annual interest at 10% payable half yearly with an option of compounding.

The remaining amounts owed by group undertakings falling due after more than one year bear an annual interest at 10%, are unsecured and repayable together with accrued interest on 31 December 2027 or (if earlier) upon the date of a sale or listing.

Amounts owed by to group undertakings are unsecured, interest free and repayable on demand.

Amounts owed to controlling parties include loans from the group's ultimate parent, Société Bic S.A., which are unsecured, repayable on demand and bear an annual interest at EONIA or ESTER (or equivalent overnight rate) plus margin.

Amounts owed to group undertakings include a loan from the group's immediate parent company, Dragon TopCo Limited, which bears an annual interest at 10%, is unsecured and repayable together with accrued interest on 31 December 2027 or (if earlier) upon the date of a sale or listing.

Other loans

Other loans included a loan from Mayfair Equity Partners LLP in the amount of £48,886,000 and a loan from management in the amount of £20,701,000. Both loans and their respective accrued interests were fully repaid in December 2024. In the comparative year, the loan from Mayfair Equity Partners LLP was stated net of £1,231,000 arrangement fees. These loans were unsecured and bore annual interest at 10% payable half yearly with an option of compounding.

Included within other loans was a loan provided by management to the company's subsidiary, Dragon BidCo Limited, in the amount of £1,228,000. The loan and the accrued interest was fully repaid in December 2024 by the group's ultimate parent company, Société Bic S.A. The total amount of £1,706,000 repaid by Société Bic S.A. on the group's behalf is included within the amounts owed to controlling parting (note 17).

Bank loans

Bank loans comprised two loan facilities from HSBC being facility A with a principal amount of £900,000 and facility B with the principal amount of £13,000,000 both of which were fully repaid in December 2024. In the comparative year, the loan facilities were stated net of £488,000 arrangement fees.

HSBC loan facilities bore annual interest between 4% - 4.5% payable 6-monthly. The loan facilities were secured over the current and non-current assets of the fellow group undertaking, Tangle Teezer Limited.

As part of the company's property leasing arrangements there is an obligation to repair damages which incur during the life of the lease, such as wear and tear. The cost is charged to profit and loss as the obligation arises. During the year the group utilised £115,000 of the provided amount and the remaining provision is expected to be utilised within the next year.

The following are the major deferred tax assets recognised by the group and company, and movements thereon:

Deferred tax assets are recognised for taxable losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable.

At 31 December 2024, the group had £8,286,000 (2023: £5,334,000) of unused tax losses carried forward with a tax value, at the standard rate of corporation tax in the UK of 25%, of £2,072,000 (2023: £1,334,000).

At 31 December 2024, the group had £7,839,000 (2023: £nil) of unrecognised tax losses carried forward for which no deferred tax has been recognised.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

On 11 December 2024, the company allotted 1 ordinary share of £1.00 to its existing shareholder, Dragon TopCo Limited, for the total consideration of £75,570,000.

Ordinary shares rank pari passu and have full voting rights. There are no restrictions on the distribution of dividends and the repayment of capital. These shares are non-redeemable.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The group's key management comprises directors and senior management. Their remuneration for the year amounted to £1,478,000 (2023: £1,332,000).

Ttruehe company has taken advantage of the exemption under section 33.1A of FRS102 from disclosing transactions or balances with wholly owned subsidiaries.

There were no other related party transactions.

The company is wholly owned by Dragon TopCo Limited, the company registered and incorporated in Guernsey. It is based at Ground Floor, Cambridge House, Le Truchot, St Peter Port, Guernsey GY1 1WD.

The company's ultimate parent company is Société Bic S.A., the company registered and incorporated in France. It is the largest group for which the consolidated financial statements are prepared. The financial statements of Société Bic S.A. can be obtained from 12 Boulevard Victor Hugo, Clichy, France, 92611.

There were no significant events after the reporting date.