Registration number: NI693509

JAQ Group Holdings Limited

Contents

Company Information	1
Directors' Report	2 to 3
Strategic Report	4 to 5
Independent Auditor's Report	6 to 8
Consolidated Profit and Loss Account	9
Consolidated Balance Sheet	10
Balance Sheet	11
Consolidated Statement of Changes in Equity	12
Statement of Changes in Equity	12
Consolidated Statement of Cash Flows	13
Notes to the Financial Statements	14 to 28

JAQ Group Holdings Limited

Company Information

Directors

Mr Connor Martin Mr Seamus O'Connor

Registered office

Unit 13 Craigstown Road Industrial Estate Craigstown Road Randalstown Co Antrim Northern Ireland BT41 2PT

Bankers

HSBC 25-29 Royal Avenue Belfast BT1 1FB

Auditors

Stevenson and Wilson 22-30 Broadway Avenue Ballymena Co. Antrim BT43 7AA

JAQ Group Holdings Limited

Directors' Report for the Year Ended 31 December 2024

The directors present their report and the for the year ended 31 December 2024.

Directors of the group

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

Mr Connor Martin

Mr Seamus O'Connor

Mr Oliver Hudson (resigned 4 April 2025)

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 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 the 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.

Disclosure of information to the auditor

Each director has taken 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.

Reappointment of auditors

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

JAQ Group Holdings Limited

Directors' Report for the Year Ended 31 December 2024

Information included in the Strategic Report

•	financial instruments incorporating financial risk management objectives and policies, and
•	likely future developments in the business of the Company

Approved and authorised by the Board on 30 December 2025 and signed on its behalf by:
 

......................................... Mr Connor Martin Director

JAQ Group Holdings Limited

Strategic Report for the Year Ended 31 December 2024

The directors present their strategic report for the year ended 31 December 2024.

Principal activity

The principal activity of the group is retail sale of cosmetics and toiletries

Fair review of the business

The Group continued to experience high levels of growth through 2024. This was consistent with the directors strategy in trying to establish additional market share throughout the UK, EU and wider afield.

Much of the focus for the year was directed toward brand outreach, product development and increasing visibility in the online market for which the Group invested heavily in. Despite the encouraging levels of growth, the Group is reporting a loss for the year.

This was largely anticipated, as the Board were aware that the benefit from the additional expenditure would not be fully realised until the following financial year. Nonetheless, it did create some pressures which resulted in additional borrowing costs impacting profitability still further. The directors undertook a systematic review of their operating models and processes, and have implemented subtle, but meaningful, adjustments, particularly with respect to direct online advertising. This has ensured that direct costs are incurred in the most efficient manner, rather than as a means of targeting top-line growth. The resulting improvement in performance has been significant, and they are pleased that the 2025 year will report not only increases in turnover but also substantial levels of operating profitability.

Overall the directors are pleased with the current structure and position of the Group. They are disappointed to report a loss for the year, but the current year results are extremely encouraging and the Board believe they are in an advantageous positon to consolidate and grow organically from this base.

	2024 £	2023 £
Key performance indicators
Revenue	38,579,510	29,956,384
Gross profit	6,974,816	5,690,193
Profit/(loss) for the period	(1,874,287)	(206,547)

Principal risks and uncertainties

The market place remains extremely competitive with a high number of well-known brands accounting for a large portion of the market. The Group sells directly to the end consumer and so the level of disposable income is a key factor for demand. The directors are very aware of pressures on household income. However, since the Group’s price point is below that of many competitors, they are confident of maintaining market share even in such an environment.

Liquidity and cash flow risk remain key focusses of the Group’s management. Management is actively monitoring and managing cash flow on a daily basis to ensure necessary funds are available to meet operating and financing requirements. The Group continues to meet all financing commitments. The Group does not have any necessity to engage in any form of hedging activities nor is the utilisation of any other form of financial instrument required.

JAQ Group Holdings Limited

Strategic Report for the Year Ended 31 December 2024

Approved and authorised by the Board on 30 December 2025 and signed on its behalf by:
 

......................................... Mr Connor Martin Director

JAQ Group Holdings Limited

Independent Auditor's Report to the Members of JAQ Group Holdings Limited

Opinion

We have audited the financial statements of JAQ Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, 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 2024 and of the group's loss for the year then ended;
•	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 director's 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.

JAQ Group Holdings Limited

Independent Auditor's Report to the Members of JAQ Group Holdings Limited

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 year 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.

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 2], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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:

•

We identified the laws and regulations applicable to the company through discussions with directors and key personnel, and from our own knowledge and experience of the industry. We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation, while also giving consideration to data protection regulations, employment law and health and safety legislation.

•

The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations and the team remained alert to the possibility of fraud and non-compliance throughout the audit.

JAQ Group Holdings Limited

Independent Auditor's Report to the Members of JAQ Group Holdings Limited

•	We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur. We did so through discussions with management as to their assessment of areas where fraud or non-compliance might occur, as well as considering the internal controls in place to mitigate risks of fraud and non-compliance.
•	In order to ascertain the extent of compliance with the laws and regulations, we made enquiries of management as to whether there was any actual or potential litigation, we reviewed legal correspondence, we inspected tax correspondence and we performed analytical procedures to identify any unusual or unexpected activity.

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.

......................................
Peter Stevenson (Senior Statutory Auditor)
For and on behalf of Stevenson and Wilson, Statutory Auditor
 22-30 Broadway Avenue
Ballymena
Co. Antrim
BT43 7AA

30 December 2025

JAQ Group Holdings Limited

Consolidated Profit and Loss Account for the Year Ended 31 December 2024

	Note	2024 £	2023 £
Turnover	3	38,579,510	29,956,384
Cost of sales		(31,604,694)	(24,266,191)
Gross profit		6,974,816	5,690,193
Administrative expenses		(7,201,306)	(5,582,622)
Operating (loss)/profit	4	(226,490)	107,571
Other interest receivable and similar income		7,934	-
Provision of loan due from related company		(82,825)	(226,867)
Interest payable and similar expenses	5	(1,752,413)	(400,859)
Loss before tax		(2,053,794)	(520,155)
Tax on loss	9	179,507	313,608
Loss for the financial year		(1,874,287)	(206,547)

The group has no recognised gains or losses for the year other than the results above.

JAQ Group Holdings Limited

(Registration number: NI693509)
Consolidated Balance Sheet as at 31 December 2024

	Note	2024 £	2023 £
Fixed assets
Intangible assets	10	23,335	23,480
Tangible assets	11	1,439,174	2,784,355
Investment property	12	5,426,660	705,130
Other financial assets	14	54,331	54,331
		6,943,500	3,567,296
Current assets
Stocks	15	7,526,751	2,165,151
Debtors	16	5,384,865	1,906,684
Cash at bank and in hand		871,164	1,762,829
		13,782,780	5,834,664
Creditors: due within one year	18	(19,317,237)	(7,160,294)
Net current liabilities		(5,534,457)	(1,325,630)
Total assets less current liabilities		1,409,043	2,241,666
Creditors: Amounts falling due after more than one year	18	(1,241,143)	-
Provisions for liabilities	19	(16,181)	(215,660)
Net assets		151,719	2,026,006
Capital and reserves
Called up share capital	20	100	100
Retained earnings		151,619	2,025,906
Shareholders' funds		151,719	2,026,006

Approved and authorised by the Board on 30 December 2025 and signed on its behalf by:
 

......................................... Mr Connor Martin Director

......................................... Mr Seamus O'Connor Director

JAQ Group Holdings Limited

(Registration number: NI693509)
Balance Sheet as at 31 December 2024

	Note	2024 £	2023 £
Fixed assets
Investments	13	300	300
Other financial assets	14	39,331	39,331
		39,631	39,631
Current assets
Debtors	16	1,736,146	962,988
Cash at bank and in hand		774	10,802
		1,736,920	973,790
Creditors: due within one year	18	(1,815,187)	(967,704)
Net current (liabilities)/assets		(78,267)	6,086
Net (liabilities)/assets		(38,636)	45,717
Capital and reserves
Called up share capital	20	100	100
Retained earnings		(38,736)	45,617
Shareholders' (deficit)/funds		(38,636)	45,717

The company made a loss after tax for the financial year of £84,353

Approved and authorised by the Board on 30 December 2025 and signed on its behalf by:
 

......................................... Mr Connor Martin Director

......................................... Mr Seamus O'Connor Director

JAQ Group Holdings Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company

	Share capital £	Retained earnings £	Total £
At 1 January 2024	100	2,025,906	2,026,006
Loss for the year	-	(1,874,287)	(1,874,287)
At 31 December 2024	100	151,619	151,719