Company registration number 14815478 (England and Wales)
HB HOLDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
HB HOLDCO LIMITED
COMPANY INFORMATION
Directors
H R Gwilliam
J P Hill
Company number
14815478
Registered office
27 Turner Street
Manchester
M4 1DG
Auditor
Hart Shaw LLP
Europa Link
Sheffield Business Park
Sheffield
S9 1XU
HB HOLDCO LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 31
HB HOLDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
- 1 -

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

Principal activities

The principal activity of the group continued to be that of the sale of hair vitamins and hair products. The principal activity of the company is that of a holding company.

Review of the business

Strategic overview

FY25 was a transition year for the Group following the buy-back, new finance system implementation, and a number of strategic decisions to simplify the operating model and exit non-core activities. The statutory loss for the year reflects a defined set of non-recurring items arising from these actions and from temporary operational disruption, rather than from the Group’s underlying trading performance.

The matters giving rise to these one-off items were time-bound and have been addressed since the year end. There were also a number of adjustments needed to tidy up from historical years that has impacted the statutory operating profits of the business.

Detailed Report – FY25 Performance and Exceptional Items

FY25 represented a period of significant transition for the Group following the completion of the buy-back and the implementation of a new finance system. During the year, the Board undertook a number of strategic and operational actions intended to simplify the Group’s operating model and strengthen its financial and systems infrastructure. As a result, the statutory loss for the year reflects a number of non-recurring items arising from these actions, rather than the underlying trading performance of the business.

Strategic Market Actions

During the year, the Board took the decision to exit the US market and to reallocate resources towards core geographies where the Group has established scale and more predictable unit economics. This decision resulted in excess US-specific inventory and an increase in stock provisions recognised at the year end of £86,789.

The costs associated with US-specific inventory have been classified as one-off within adjusted EBITDA, as they arose directly from a discrete strategic decision to exit the market and do not relate to the Groups continuing operations.

Supply Chain Disruption and Related Costs

Between June and September FY25, the Group experienced material global supply chain disruption, resulting in stock-outs across a number of key product lines. This disruption constrained the Groups ability to fulfil customer demand and limited the execution of planned promotional activity during the period.

During the disruption period, a portion of direct-to-consumer marketing spend had been contractually committed and could not be fully reduced without incurring cancellation costs or reputation brand damage. As a result, marketing costs during this period were temporarily elevated relative to revenue.

The element of marketing spends attributable to supply chain disruption, totalling £249,263, has been classified as a one-off item within adjusted EBITDA, reflecting its non-recurring nature and direct linkage to the disruption period.

In addition, the Group incurred additional one-off direct-to-consumer shipping inefficiencies during FY25 as a result of operational disruption. Shipping costs of £273,919 have been classified as one-off within the January 2025 accounts, as these costs arose from temporary inefficiencies and are not expected to recur. Similarly, there were fulfilment challenges in Europe which limited the company's ability to service the market effectively and resulted in the company changing third party logistics providers at an ongoing saving of £130,833.

HB HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 2 -

Finance Function and Systems Transition

FY25 included a one-off transition of the finance function following a new system implementation. Additional accounting and advisory support were required to complete system stabilisation, address historical data and process remediation, and strengthen financial reporting and controls.

As a result, the Group incurred additional one-off accounting and advisory costs of £122,482 during the year. An Interim Financial Controller was also engaged between September 2024 and January 2025 at a cost of £38,037 to support this transition activity.

These costs have been classified as one-off due to their temporary nature, duplication of resource, and direct association with the finance system transition. The interim support concluded prior to the year end and does not represent an ongoing cost to the Group.

Organisational and Infrastructure Changes

During the year, the Group continued its transition away from the JD Group and completed the establishment of standalone Hairburst infrastructure. The year also included changes to the leadership and management structure as the Group progressed towards a simplified and independent operating model.

While these changes are expected to support the Group’s longer-term strategy, they resulted in short-term disruption during FY25 as systems, processes, and organisational responsibilities were reconfigured.

Post Year-End Position

The items classified as one-off during FY25 arose from identifiable strategic actions and operational disruption within a defined transition period. Since the year end, the Group has completed the finance function transition, stabilised its supply chain, and exited non-core and loss-making activities.

Based on trading performance since the year end, the Board are confident that the business underlying performance and trajectory post buy back is in much more stabilised and positive place.

Key performance indicators
2025
2024
£
£
Turnover
15,106,825
7,538,375
Gross profit margin
64.16%
69.09%
Adjusted EBITDA
1
(989,553)
(375,857)
Adjusted EBITDA margin
(6.55)%
(4.99)%
Notes:
1 - Adjusted EBITDA is defined as operating profit plus depreciation, amortisation and exceptional items.
Adjusted EBITDA calculations:
2025
2024
£
£
Operating (loss)/profit
(5,980,820)
(612,572)
Depreciation and amortisation
480,090
236,715
Exceptional items
3,609,854
-
Other one-off items
2
901,323
Adjusted EBITDA**
(989,553)
(375,857)
Notes on other one-off items:
2 - The other one-off items are those detailed throughout the business review section of this report.
HB HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 3 -
Principal risks and uncertainties

Any business undertaking will involve some risk with many risk factors common to any business regardless of what sector it operates in. However, the Directors consider that certain risks and uncertainties are more specific to the Company and the retail sector in which it operates. These risks and uncertainties include the following:

- delays in product delivery due to supplier sourcing and delivery issues;

- general economic factors; and

- the influence of competitors in the online digital platforms.

The Directors continue to endeavour to manage these risks and uncertainties to the extent possible within the business.

On behalf of the board

H R Gwilliam
Director
12 February 2026
HB HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
- 4 -

The directors present their annual report and financial statements for the year ended 31 January 2025.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

H R Gwilliam
J P Hill
Auditor

Hart Shaw LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

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 auditor of the company is 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 auditor of the company is aware of that information.

Going concern

The group is reporting a loss for the period and it has net current liabilities as at the period end. A t the time of approving the financial statements, t he directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future.

In making this assessment the directors have considered, amongst other things, the recent and projected trading performance. The directors acknowledge the loss reported in these financial statements and the results for the period to 31 January 2026 are also expected to show a trading loss, however the company is forecast to return long term profitable results in the periods following.

After the year end the company has taken out a £2.5m trade credit facility which has alleviated any short term cashflow constraints and at the point of approving these financial statements there is still c£1m headroom still in this facility.

The directors are confident that the company will return to future profitability and offer their continued support, confirming that the Company will have access to the necessary funds to allow it to meet it's liabilities as they fall due, for a period of at least 12 months from the approval of the financial statements. The Company is in receipt of such assurances and have assessed the ability of the directors to provide such support.

A such they have concluded that no material uncertainty exists as to the basis of preparation of the financial

statements. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

HB HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 5 -
Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
H R Gwilliam
Director
12 February 2026
HB HOLDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2025
- 6 -

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 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;

- 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;

- prepare the financial statements 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.

HB HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HB HOLDCO LIMITED
- 7 -
Opinion

We have audited the financial statements of HB Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 January 2025 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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

HB HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HB HOLDCO LIMITED
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which 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 directors' r esponsibilities s tatement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

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

We have assessed the overall susceptibility of the financial statements to material misstatement as low because the nature of the business does not particularly lend itself to fraud. Our audit plan identified certain significant risks and our audit work was targeted to ensure it was capable of detecting any irregularities, including fraud, created by those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly followed auditing standards.

HB HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HB HOLDCO LIMITED
- 9 -

At the planning stage we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors and other management, as required by auditing standards. The potential effect of any laws and regulation on the financial statements can vary considerably. There are laws and regulations that directly affect the financial statements (e.g. the Companies Act) as well as many other operational laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements. Owing to the size, nature and complexity of the organisation and the applicable laws and regulations to which it must adhere, the risk of material misstatement was deemed to be low therefore the procedures performed by the audit team were limited to:

- Communicating identified laws and regulations at planning throughout the audit team to remain alert to any indications of non-compliance throughout the audit.

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as non-compliance with laws and regulations.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

We have assessed the overall susceptibility of the financial statements to material misstatement due to fraud. Management override is the most likely way in which fraud might present itself and as such is inherently high risk on any audit. Management override, which may cause there to be a material misstatement within the financial statements, may present itself in a number of ways, for example:

- Override of internal controls (e.g. segregation of duties)

- Entering into transactions outside the normal course of business, especially with related parties

- Fraudulent revenue recognition, including fictitious sales and sales being recorded in the wrong period.

- Presenting bias in accounting judgements and estimates, particularly ones that are key to the business.

In order to reduce the risk of material misstatement to an acceptable level, numerous audit procedures were performed including:

- Enquiries of management as to whether they had any knowledge of any actual or suspected fraud.

- Review of material journal entries made throughout the year as well as those made to prepare the financial statements.

- Reviewing the underlying rationale behind transactions in order to assess whether they were outside the normal course of business.

- Increased revenue substantive testing across all material income streams.

- Assessing whether management’s judgements and estimates indicated potential bias, particularly those disclosed as key in note 2 to the financial statements that are more susceptible to management bias.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected material misstatements in the financial statements, even though we have performed our audit in accordance with auditing standards. Furthermore, as with all audits, there is a higher risk of irregularities (especially those relating to fraud) being undetected, as these may involve the override of internal controls, collusion, intentional omissions and misrepresentations etc. We are not responsible for preventing non-compliance or fraud and therefore cannot be expected to detect all instances of such. Our audit was not designed to identify misstatements or other irregularities that would not be considered to be material to the financial statements. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

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

HB HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HB HOLDCO LIMITED
- 10 -

Use of our report

This report is made solely to the parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Adam Shield (Senior Statutory Auditor)
For and on behalf of Hart Shaw LLP, Statutory Auditor
Chartered Accountants
Europa Link
Sheffield Business Park
Sheffield
S9 1XU
12 February 2026
HB HOLDCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2025
- 11 -
Year
Period
ended
ended
31 January
31 January
2025
2024
Notes
£
£
Turnover
3
15,106,825
7,538,375
Cost of sales
(5,413,628)
(2,329,799)
Gross profit
9,693,197
5,208,576
Distribution costs
(3,957,768)
(2,012,850)
Administrative expenses
(8,106,395)
(3,808,298)
Impairment of goodwill
4
(3,877,281)
-
0
Release of provision for dispute
4
267,427
-
0
Operating loss
5
(5,980,820)
(612,572)
Interest receivable and similar income
8
45,246
-
0
Loss before taxation
(5,935,574)
(612,572)
Tax on loss
9
(42,451)
78,712
Loss for the financial year
(5,978,025)
(533,860)
Loss for the financial year is attributable to:
- Owners of the parent company
(5,567,680)
(457,402)
- Non-controlling interests
(410,345)
(76,458)
(5,978,025)
(533,860)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(5,567,680)
(457,402)
- Non-controlling interests
(410,345)
(76,458)
(5,978,025)
(533,860)
HB HOLDCO LIMITED
GROUP BALANCE SHEET
AS AT 31 JANUARY 2025
31 January 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
-
0
4,333,358
Other intangible assets
10
52,536
-
0
Total intangible assets
52,536
4,333,358
Tangible assets
11
30,720
27,489
83,256
4,360,847
Current assets
Stocks
14
2,185,721
2,390,423
Debtors
15
2,159,145
2,406,834
Cash at bank and in hand
468,569
602,402
4,813,435
5,399,659
Creditors: amounts falling due within one year
16
(10,240,952)
(9,120,842)
Net current liabilities
(5,427,517)
(3,721,183)
Total assets less current liabilities
(5,344,261)
639,664
Provisions for liabilities
Deferred tax liability
18
-
0
5,900
-
(5,900)
Net (liabilities)/assets
(5,344,261)
633,764
Capital and reserves
Called up share capital
20
562
562
Profit and loss reserves
(6,025,082)
(457,402)
Equity attributable to owners of the parent company
(6,024,520)
(456,840)
Non-controlling interests
680,259
1,090,604
Total equity
(5,344,261)
633,764

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 12 February 2026 and are signed on its behalf by:
12 February 2026
H R Gwilliam
Director
Company registration number 14815478 (England and Wales)
HB HOLDCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 JANUARY 2025
31 January 2025
- 13 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
12
-
0
8,071,308
Current assets
Debtors
15
562
562
Creditors: amounts falling due within one year
16
(6,500,000)
(6,500,000)
Net current liabilities
(6,499,438)
(6,499,438)
Net (liabilities)/assets
(6,499,438)
1,571,870
Capital and reserves
Called up share capital
20
562
562
Profit and loss reserves
(6,500,000)
1,571,308
Total equity
(6,499,438)
1,571,870

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £8,071,308 (2024 - £1,571,308 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 12 February 2026 and are signed on its behalf by:
12 February 2026
H R Gwilliam
Director
Company registration number 14815478 (England and Wales)
HB HOLDCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025
- 14 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£
£
£
£
£
Balance at 24 July 2023
562
-
0
562
-
562
Period ended 31 January 2024:
Loss and total comprehensive income
-
(457,402)
(457,402)
(76,458)
(533,860)
Acquisition of subsidiary
-
-
-
1,167,062
1,167,062
Balance at 31 January 2024
562
(457,402)
(456,840)
1,090,604
633,764
Year ended 31 January 2025:
Loss and total comprehensive income
-
(5,567,680)
(5,567,680)
(410,345)
(5,978,025)
Balance at 31 January 2025
562
(6,025,082)
(6,024,520)
680,259
(5,344,261)
HB HOLDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025
- 15 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 24 July 2023
562
-
0
562
Period ended 31 January 2024:
Profit and total comprehensive income for the period
-
1,571,308
1,571,308
Balance at 31 January 2024
562
1,571,308
1,571,870
Year ended 31 January 2025:
Profit and total comprehensive income
-
(8,071,308)
(8,071,308)
Balance at 31 January 2025
562
(6,500,000)
(6,499,438)
HB HOLDCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2025
- 16 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
26
(426,935)
219,698
Income taxes refunded
340,508
-
Net cash (outflow)/inflow from operating activities
(86,427)
219,698
Investing activities
Purchase of business
-
(6,109,924)
Purchase of intangible assets
(55,827)
-
Purchase of tangible fixed assets
(23,953)
(7,372)
Advances of loans
(12,872)
-
Interest received
45,246
-
0
Net cash used in investing activities
(47,406)
(6,117,296)
Financing activities
Proceeds from borrowings
-
6,500,000
Net cash generated from financing activities
-
6,500,000
Net (decrease)/increase in cash and cash equivalents
(133,833)
602,402
Cash and cash equivalents at beginning of year
602,402
-
0
Cash and cash equivalents at end of year
468,569
602,402
HB HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
- 17 -
1
Accounting policies
Company information

HB Holdco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 27 Turner Street, Manchester, M4 1DG.

The group consists of HB Holdco Limited and all of its subsidiaries.

1.1
Reporting period

The prior year was the group's first reporting period and was shorter than one year. This was to align the group year end with the single entities that are included within the consolidated group of accounts.

1.2
Basis of preparation

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 are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The 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 for parent company information presented within the consolidated financial statements:

- 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.

1.3
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

HB HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 18 -
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company HB Holdco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 January 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

The group is reporting a loss for the period and it has net current liabilities as at the period end. A t the time of approving the financial statements, t he directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future.

In making this assessment the directors have considered, amongst other things, the recent and projected

trading performance. The directors acknowledge the loss reported in these financial statements and the

results for the period to 31 January 2026 are also expected to show a trading loss, however the company is

forecast to return long term profitable results in the periods following.

After the year end the company has taken out a £2.5m trade credit facility which has alleviated any short

term cashflow constraints and at the point of approving these financial statements there is still c£1m

headroom still in this facility.

The directors are confident that the company will return to future profitability and offer their continued support,

confirming that the Company will have access to the necessary funds to allow it to meet it's liabilities as they

fall due, for a period of at least 12 months from the approval of the financial statements. The Company is in

receipt of such assurances and have assessed the ability of the directors to provide such support.

A such they have concluded that no material uncertainty exists as to the basis of preparation of the financial

statements. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

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.

HB HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 19 -
1.7
Intangible fixed assets - goodwill

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.

1.8
Intangible fixed assets other than goodwill

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 recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Website development costs
18 - 20% straight line
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
5 Years straight line
Computers
3 Years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

HB HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 20 -
1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.12
Stocks

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.

1.13
Cash and cash equivalents

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.

1.14
Financial instruments

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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

HB HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 21 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

1.15
Equity instruments

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.

1.16
Taxation

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

HB HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 22 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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

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.

1.17
Employee benefits

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 company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

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

1.19
Leases

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 lease d asset are consumed.

1.20
Foreign exchange

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.

2
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 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.

HB HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 23 -
Key sources of estimation uncertainty

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.

Provision to write stocks down to net realiseable value

The group makes provisions for obsolete stock based on management estimates of sales volumes and the sell by date of products. The group's estimate of the provision required is included in note 14. Actual outcomes could vary significantly from these estimates.

Impairment of goodwill and fixed asset investments

Determining whether goodwill and investments in subsidiaries are impaired requires an estimation of the value in use of the subsidiaries as cash generating units compared to their recoverable amount. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating units and a suitable discount rate in order to calculate present value. The recoverable amount requires estimating the amount a willing third party would be willing to purchase them for.
At the yearend the Directors have carried out the above assessment and made the decision to impair the goodwill and investment in subsidiaries. Details of the impairment losses are set out in note 4 and 12.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
6,426,174
4,088,046
Europe
7,085,666
2,911,577
Rest of World
1,594,985
538,752
15,106,825
7,538,375
2025
2024
£
£
Other revenue
Interest income
45,246
-
4
Exceptional item
2025
2024
£
£
Income
Release of provision for dispute
267,427
-
Expenditure
Impairment of goodwill
3,877,281
-
3,609,854
-
HB HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
4
Exceptional item
(Continued)
- 24 -

In the current year, accrued costs in relation to an historic dispute were released as the directors no longer believe there is a risk of unforeseen costs in relation to this.

In the current year the carrying amount of goodwill on the acquisition of subsidiaries was impaired in full.

5
Operating loss
2025
2024
£
£
Operating loss for the year is stated after charging:
Exchange losses
53,565
14,872
Fees payable to the group's auditor for the audit of the group's financial statements
5,000
15,000
Depreciation of owned tangible fixed assets
20,722
1,284
Amortisation of intangible assets
459,368
227,414
Impairment of intangible assets
3,877,281
-
0
Operating lease charges
-
26,656
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
32
28
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
1,674,673
906,406
-
0
-
0
Social security costs
166,156
67,097
-
-
Pension costs
26,818
11,829
-
0
-
0
1,867,647
985,332
-
0
-
0
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
-
120,000
HB HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 25 -
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
22,858
-
0
Other interest income
22,388
-
Total income
45,246
-
0
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
-
0
(79,112)
Deferred tax
Origination and reversal of timing differences
(5,900)
400
Adjustment in respect of prior periods
48,351
-
0
Total deferred tax
42,451
400
Total tax charge/(credit)
42,451
(78,712)

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

2025
2024
£
£
Loss before taxation
(5,935,574)
(612,572)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(1,483,894)
(153,143)
Tax effect of expenses that are not deductible in determining taxable profit
6,596
6,627
Unutilised tax losses carried forward
14,607
-
0
Change in unrecognised deferred tax assets
373,452
10,950
Adjustments in respect of prior years
48,351
-
0
Amortisation on assets not qualifying for tax allowances
1,083,339
56,854
Taxation charge/(credit)
42,451
(78,712)
HB HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 26 -
10
Intangible fixed assets
Group
Goodwill
Website development costs
Total
£
£
£
Cost
At 1 February 2024
4,560,772
-
0
4,560,772
Additions
-
0
55,827
55,827
At 31 January 2025
4,560,772
55,827
4,616,599
Amortisation and impairment
At 1 February 2024
227,414
-
0
227,414
Amortisation charged for the year
456,077
3,291
459,368
Impairment losses
3,877,281
-
0
3,877,281
At 31 January 2025
4,560,772
3,291
4,564,063
Carrying amount
At 31 January 2025
-
0
52,536
52,536
At 31 January 2024
4,333,358
-
0
4,333,358
11
Tangible fixed assets
Group
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 February 2024
3,618
33,172
36,790
Additions
-
0
23,953
23,953
At 31 January 2025
3,618
57,125
60,743
Depreciation and impairment
At 1 February 2024
1,411
7,890
9,301
Depreciation charged in the year
1,836
18,886
20,722
At 31 January 2025
3,247
26,776
30,023
Carrying amount
At 31 January 2025
371
30,349
30,720
At 31 January 2024
2,207
25,282
27,489
HB HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 27 -
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
-
0
8,071,308
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 February 2024 and 31 January 2025
8,071,308
Impairment
At 1 February 2024
-
Impairment losses
8,071,308
At 31 January 2025
8,071,308
Carrying amount
At 31 January 2025
-
At 31 January 2024
8,071,308
13
Subsidiaries

Details of the company's subsidiaries at 31 January 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Hairburst Holding Group Limited
27 Turner Street, Manchester, UK
Ordinary Shares
75.05
-
Mrblancteeth Limited***
27 Turner Street, Manchester, UK
Ordinary Shares
0
75.05
Hair Burst Limited
Spaces, 7 Park Row, Leeds, United Kingdom
Ordinary Shares
0
75.05
JMH Cosmetics Limited***
Spaces, 7 Park Row, Leeds, United Kingdom
Ordinary Shares
0
75.05

*** Subsidiary undertaking claimed exemption from audit under s479A Companies Act 2006

All subsidiaries have been consolidated using the acquisition method in the parent company.

As the subsidiaries are not listed, the investments are held at cost less impairment as their fair values cannot be reliably determined.

The Non Controlling Interest represents shares held by the group's shareholders, which are held in Hairburst Holding Group Limited.

HB HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 28 -
14
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
2,185,721
2,390,423
-
0
-
0

Included within the group stock figure is a stock provision of £437,939 (2024: £371,751).

15
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,333,376
1,575,339
-
0
-
0
Corporation tax recoverable
44,622
433,481
-
0
-
0
Other debtors
665,318
286,036
562
562
Prepayments and accrued income
115,829
111,978
-
0
-
0
2,159,145
2,406,834
562
562
16
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Other borrowings
17
6,500,000
6,500,000
6,500,000
6,500,000
Trade creditors
1,697,189
859,162
-
0
-
0
Other taxation and social security
1,238,123
737,127
-
-
Other creditors
112,734
98,315
-
0
-
0
Accruals and deferred income
692,906
926,238
-
0
-
0
10,240,952
9,120,842
6,500,000
6,500,000
17
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Other loans
6,500,000
6,500,000
6,500,000
6,500,000
Payable within one year
6,500,000
6,500,000
6,500,000
6,500,000

Other loans are amounts loaned to the group by the Directors. All amounts are unsecured, non interest bearing and repayable on demand.

HB HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 29 -
18
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
-
5,900
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 February 2024
5,900
-
Credit to profit or loss
(5,900)
-
Asset at 31 January 2025
-
-
19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
26,818
11,829

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.

20
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
562
562
562
562
21
Financial commitments, guarantees and contingent liabilities

The company has given an unlimited guarantee over all outstanding liabilities for the companies that is has claimed the audit exemption for under s479, see note 13.

HB HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 30 -
22
Events after the reporting date

After the year end one of the subsidiaries, Hair Burst Limited, has taken out a £2,500,000 trade credit facility with HSBC with a fixed and floating charge over all of it's assets.

23
Related party transactions
Transactions with related parties

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2025
2024
Balance
Balance
£
£
Group
Companies under common control
357,092
8,716

Amounts owed are all unsecured, interest free and have no set payment terms. During the prior year the decision was made to impair an amount owed by a company under the control of one of the directors amounting to £78,374.

24
Directors' transactions

Interest free loans have been granted by the group to its directors as follows:

Loans
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Directors' loan account
-
7,636
-
(5,244)
2,392
Directors' loan account
-
9,680
18,116
-
27,796
17,316
18,116
(5,244)
30,188
25
Controlling party

J Hill is considered the ultimate controlling party by virtue of their shareholding of HB Holdco Limited and Hairburst Holding Group Limited.

HB Holdco Limited acquired 75.05% of the share capital of Hairburst Holding Group Limited. The remaining 24.95% of the share capital of Hairburst Holding Group Limited is owned by the shareholders of HB Holdco Limited resulting in the non controlling interest recognised ultimately relating to the same parties.

HB HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 31 -
26
Cash (absorbed by)/generated from operations - group
2025
2024
£
£
Loss after taxation
(5,978,025)
(533,860)
Adjustments for:
Taxation charged/(credited)
42,451
(78,712)
Investment income
(45,246)
-
0
Amortisation and impairment of intangible assets
4,336,649
227,414
Depreciation and impairment of tangible fixed assets
20,722
9,301
Movements in working capital:
Decrease in stocks
204,702
422,410
(Increase)/decrease in debtors
(128,298)
680,643
Increase/(decrease) in creditors
1,120,110
(507,498)
Cash (absorbed by)/generated from operations
(426,935)
219,698
27
Analysis of changes in net debt - group
1 February 2024
Cash flows
31 January 2025
£
£
£
Cash at bank and in hand
602,402
(133,833)
468,569
Borrowings excluding overdrafts
(6,500,000)
-
(6,500,000)
(5,897,598)
(133,833)
(6,031,431)
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