ACCOUNTS - Final Accounts

Operating profit

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Registered number: 12522650

REFY Beauty Ltd

Annual Report and Financial Statements

For the Year Ended 31 August 2025

REFY Beauty Ltd

Company Information

Directors	J S Meek
	J A Hunt


Registered number	12522650


Registered office	128 Fairfield Street
	Manchester
	M12 6EL


Independent auditors	Hurst Accountants Limited
	Chartered Accountants & Statutory Auditors
	3 Stockport Exchange
	Stockport
	SK1 3GG

REFY Beauty Ltd

Contents

	Page
Strategic report	1 - 6
Directors' report	7 - 10
Independent auditors' report	11 - 14
Statement of comprehensive income	15
Balance sheet	16
Statement of changes in equity	17
Statement of cash flows	18 - 19
Analysis of net debt	19
Notes to the financial statements	20 - 38

REFY Beauty Ltd

Strategic Report

For the Year Ended 31 August 2025

REFY Beauty has continued to scale through the year ended 31 August 2025, with revenue growth maintained alongside significant, deliberate investment in infrastructure, team capability and operational readiness for the next phase of growth. FY25 was a foundational year in which the business prioritised strengthening its operating model to support future expansion across global retail partners and territories.

Executive Summary

Financial Performance
REFY delivered continued top-line growth in FY25, alongside a reduction in profitability as the business made planned investments to build a platform capable of supporting £100m+ sales.
Key financial highlights:

∙Turnover of £43.9m (FY24: £40.4m), an increase of £3.5m (+9%)

∙Gross profit of £25.1m (FY24: £25.5m), broadly stable year-on-year

∙Gross margin of 57% (FY24: 63%), reflecting strategic and operational cost mix changes during the year

∙Operating profit of £7.5m (FY24: £13.3m), a decrease of £5.8m (-44%)

∙Profit for the financial year of £5.6m (FY24: £9.9m), a decrease of £4.3m (-43%)

The change in profitability was driven primarily by:

∙A deliberate shift in product strategy towards Existing Product Development (EPD) over New Product Development (NPD). During FY25, the Company prioritised enhancing and reformulating existing hero products to improve performance, consistency and regulatory readiness across markets. This work required short-term investment and disciplined stock decisions to protect brand equity; however, it is largely complete. As a result, the business does not expect to revert to a similar level of EPD-led investment in future years, having now materially strengthened its core product base.

∙Planned, front-loaded investment in the cost base across logistics, systems and headcount to support scale. These investments were incurred ahead of revenue benefit and were designed to establish a stable, scalable operating platform capable of supporting materially higher volumes and increased organisational complexity. The majority of these costs are now embedded and are not expected to recur at the same intensity.

∙Further build-out of operational and commercial capability to support future retail partnerships and international expansion. The investments made in FY25 directly enabled the Company’s subsequent launch into Space NK and Sephora Middle East in FY26, opportunities which would not have been achievable without the systems, logistics, people and governance put in place during FY25.

Overall, FY25 represents a deliberate investment year in which profitability was consciously traded for long-term capability, reduced execution risk and future growth optionality. The Board considers these investments to be largely one-off in nature and expects the benefits to be reflected in improved margin and profitability as the business progresses through FY26 and beyond.
Balance Sheet and Liquidity
The business continued to maintain a strong balance sheet position:

∙Cash at bank of £13.3m (FY24: £11.5m)

∙Net assets of £28.1m (FY24: £22.5m), increasing by £5.6m (+25%), driven by retained profit

∙Stocks of £9.8m (FY24: £8.8m), supporting growth and improved service levels across channels

The Company remains self-funded with strong liquidity, providing resilience and flexibility as it enters its next phase of growth.

Page 1

REFY Beauty Ltd

Strategic Report (continued)

For the Year Ended 31 August 2025

Non-financial Key Performance Indicators
Alongside its financial measures, the Company monitors a number of non-financial KPIs that the Directors consider most relevant to the development, performance and position of the business. These include the size and engagement of the Company's direct-to-consumer (DTC) customer base, the breadth of its premium retail partner network and territory footprint, average headcount as a measure of organisational capability, and operational service levels across logistics and fulfilment. The Directors review these indicators alongside financial KPIs as part of the Company's regular performance management cycle.
During the year, the Company maintained a global active DTC customer base of 1.24 million, expanded its retail partner footprint in preparation for FY26 launches into Space NK and Sephora Middle East, and continued to invest in headcount and operational capability ahead of growth.

CEO Statement - Jenna Meek, CEO & Co-Founder

FY25 has been a pivotal year for REFY. We have continued to grow turnover, but more importantly, we made a deliberate decision to invest in the foundations that will support the next phase of our journey.

As a business scaling towards £100m+ in sales, we recognised that our operating model needed to evolve. We invested in systems, people, and operational capability to ensure we can scale efficiently, protect the customer experience, and deliver the standards expected of a premium global brand.

While this has resulted in a reduction in profitability year-on-year, it reflects purposeful, strategic trade-offs rather than any weakening in demand or brand momentum. The investments made in FY25 were designed to strengthen our ability to execute major growth opportunities, including preparing the business for additional retail partnerships and new market expansion in FY26 and beyond.

We have remained disciplined in protecting brand equity. Where we chose to improve and reformulate existing hero products, we did so with a long-term lens - making decisions that preserve the premium positioning of REFY rather than pursuing short-term gains through discounting.

I am proud of how our team has navigated a year of meaningful transformation while continuing to deliver for our customers and partners. REFY’s strength continues to be our community and our ability to innovate with purpose. As we move into FY26, we do so with a stronger, more scalable platform and a clear strategy to convert these investments into growth and improved profitability.

Page 2

REFY Beauty Ltd

Strategic Report (continued)

For the Year Ended 31 August 2025

Business Model and Strategy

REFY Beauty operates a differentiated, multi-channel beauty brand model, combining a highly engaged global DTC platform with a curated portfolio of premium retail partners. The business is built around a focused range of hero products, supported by world-class formulations, distinctive brand positioning, and a community-first approach to marketing.

The Company’s strategy is deliberately disciplined. REFY prioritises long-term brand equity, customer experience and customer lifetime value over short-term volume or margin optimisation. This approach has enabled the brand to scale rapidly while maintaining premium positioning and strong customer loyalty across channels and territories.

As the business has grown, the operating model has naturally become more complex. Increased geographic reach, higher order volumes, expanded retail footprints and evolving regulatory requirements have placed additional demands on systems, logistics and organisational structure. FY25 therefore represented a deliberate transition year, moving the business from a high-growth operating model to a more structured and scalable platform capable of supporting materially higher revenues.

Strategic focus during the year centred on:

∙Operational scalability through investment in logistics, systems and controls

∙Retail readiness, ensuring the organisation is equipped to operate within larger global retail environments

∙Product and brand integrity, protecting hero products and premium positioning

∙People, governance and financial control, strengthening the organisation to support increased complexity

Key Strategies
Product Innovation - REFY’s product philosophy remains rooted in performance, simplicity and innovation. During FY25, the business prioritised enhancing and reformulating existing hero products to ensure consistency of performance and compliance across markets, while protecting long-term brand equity.
Community-Centric Marketing - REFY continues to build an obsessed community through authentic storytelling, creator-led content and customer-first marketing. As the brand has matured, FY25 provided valuable learnings on channel efficiency and return on investment, informing a more targeted approach for FY26.
Market Expansion - The business continues to develop its international presence through DTC and selected retail partners. FY25 investments were designed to ensure the business is operationally and commercially ready to support additional retail partnerships and territories.
Digital Transformation - The implementation of NetSuite ERP provides end-to-end operational visibility, strengthening financial control, reporting accuracy and cross-functional decision-making.

Investment in People - The Company continued to invest in building the right organisational structure to support scale, including expanding capability across operational, commercial and support functions. These investments were made ahead of future growth and are expected to stabilise in FY26.

Page 3

REFY Beauty Ltd

Strategic Report (continued)

For the Year Ended 31 August 2025

Principal Risks and Uncertainties

The Board continually reviews the principal risks and uncertainties facing the business, considering both their potential impact on the development, performance and position of the Company and their likelihood of occurring. As REFY continues to scale internationally, the nature and complexity of these risks evolves, and the Board's risk management approach is calibrated accordingly.

The principal risks identified by the Board fall into five categories: operational scalability, supply chain and logistics, regulatory and compliance, economic and foreign exchange, and reputational and brand risk. Each is described below in terms of the nature of the risk, its potential impact and likelihood, and the mitigating actions in place.
Operational scalability risk

Nature and impact: As order volumes increase and the business expands across additional channels and territories, there is a risk that systems, logistics infrastructure and people capability fail to scale at the same pace. If unaddressed, this could result in service disruption, delayed shipments, weakened controls, increased operational cost and reputational damage with retail partners and end customers.

Likelihood: The Board considers the inherent likelihood of this risk to be elevated given the pace of growth and planned expansion into additional retail and geographic markets. Residual likelihood following the actions taken in FY25 is considered to be materially reduced.

Mitigation: During FY25, the Company invested in premium third-party logistics partners across key territories, completed the implementation and further development of its NetSuite ERP platform, and expanded head-office and field capability. Together, these actions have established a more resilient operating platform that the Board believes is capable of supporting materially higher revenues without proportionate increases in headcount or risk.
Supply chain and logistics risk

Nature and impact: The Company relies on a global supplier base and a network of international logistics routes for finished goods, components and inbound shipments. Disruption - whether through geopolitical events, supplier failure, freight capacity constraints or regulatory changes affecting cross-border movement - could affect product availability, delay launches, increase landed costs and impact service levels to retailers and DTC customers.

Likelihood: The likelihood of some level of supply chain disruption in any given period is considered moderate to high, reflecting the broader macroeconomic and geopolitical environment. The likelihood of a material disruption affecting the Company's ability to trade is considered low.

Mitigation: The Company mitigates this risk through diversified sourcing across multiple suppliers and territories, increased buffer stock on hero SKUs, enhanced supplier oversight and onboarding processes, and improved inventory management discipline supported by NetSuite ERP. Cross-functional sales and operations planning has been strengthened during the year.
Regulatory and compliance risk

Nature and impact: REFY operates within the cosmetics industry, which is highly regulated across all jurisdictions in which the Company trades. Changes to product safety standards, ingredient restrictions, labelling and claims rules, or marketing regulation could delay product launches, require reformulation of existing products, or restrict the territories in which products can be sold. Non-compliance could result in regulatory action, product withdrawal or reputational damage.

Likelihood: The likelihood of regulatory change affecting at least some part of the product portfolio in any given year is considered high, particularly across multiple international jurisdictions. The likelihood of any single change having a material adverse impact on the Company is considered low.

Page 4

REFY Beauty Ltd

Strategic Report (continued)

For the Year Ended 31 August 2025

Mitigation: The Company maintains robust technical, regulatory and quality compliance processes, supported by experienced internal expertise and external specialists in each market. Long product development lead times allow for proactive reformulation work, as evidenced by the Existing Product Development programme delivered during FY25, which strengthened compliance and consistency across the hero range.
Economic and foreign exchange risk

Nature and impact: The Company is exposed to inflationary pressure on input costs, foreign exchange volatility on a growing proportion of non-Sterling revenue and supplier costs, and shifts in consumer discretionary spending. Adverse movements could compress gross margin, reduce demand or increase the volatility of reported earnings.

Likelihood: Macroeconomic and currency volatility are considered a continuing feature of the operating environment, and the likelihood of some level of impact in any given year is high. The likelihood of a material impact on the Company's solvency or ability to operate is considered low, given current liquidity and pricing flexibility.

Mitigation: The Company actively monitors input cost inflation, supplier pricing and currency exposure on a regular basis. Pricing strategy is reviewed periodically in light of market conditions while protecting brand positioning. The Company's strong cash position and absence of external debt provide significant resilience to absorb short-term volatility.
Reputational and brand risk

Nature and impact: As a digitally native, community-led brand, REFY's commercial performance is closely linked to the strength of its reputation. Product quality issues, service failures, social media controversy or actions of third parties associated with the brand could damage consumer trust, depress demand and impact relationships with key retail partners.

Likelihood: Reputational risk is inherent to consumer-facing brands, and the likelihood of low-level reputational events in any given year is high. The likelihood of an event with a material and lasting impact on the brand is considered low.

Mitigation: The Company operates stringent product quality controls, disciplined brand governance and a strong customer service ethos. Marketing content is reviewed against brand and compliance standards, and crisis communications protocols are in place. The Company's premium positioning and engaged community provide further resilience.

Overall, the Board considers that the investment programme delivered during FY25 has materially reduced the Company's residual risk profile heading into FY26, while positioning the business for sustainable long-term growth.

Future Outlook

Looking ahead to FY26, the Board expects the business to begin realising the benefits of the FY25 investment programme.

Many of the costs incurred during FY25 were one-off or front-loaded in nature. As a result:

∙Core cost bases across logistics, systems and field capability are now embedded and expected to stabilise

∙There are no plans to materially increase headcount during FY26

∙Marketing investment will be more targeted, with greater emphasis on efficiency and return on investment

The business is positioned to execute planned retail expansion, including launches into additional premium retail partners, and to reintroduce a pipeline of margin-accretive new product development.

The Board therefore expects improvements in both gross margin and EBITDA year-on-year from FY25 to FY26, while maintaining disciplined growth and protecting brand equity.

Page 5

REFY Beauty Ltd

Strategic Report (continued)

For the Year Ended 31 August 2025

Directors' statement of compliance with duty to promote the success of the Company

The Directors are aware of their duty under Section 172(1) of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the matters set out in section 172(1)(a) to (f). The following statement describes how the Directors have discharged this duty during the year ended 31 August 2025.
Long-term consequences of decisions - The strategic decisions taken during FY25, including the deliberate trade-off of short-term profitability in favour of investment in systems, logistics and organisational capability, were made with explicit regard to the long-term success of the Company. The Directors approved these investments on the basis that they establish a platform capable of supporting materially higher revenues, reduce execution risk and unlock future growth opportunities, including the subsequent launches into Space NK and Sephora Middle East in FY26.
Employees - The Company recognises that its people are central to its success. During the year, the Directors continued to invest in organisational structure, expanding capability across operational, commercial and support functions. The Company maintains regular two-way communication with employees on business performance and strategic priorities, and is committed to providing a safe, inclusive and supportive working environment in which colleagues can develop and progress.
Suppliers, customers and other business relationships - The Company's commercial model depends on strong, long-term relationships with its suppliers, retail partners and end customers. The Directors have had regard to the importance of fostering these relationships in their decision-making during the year, including in the selection of premium third-party logistics partners, the strengthening of supplier oversight processes, and the continued investment in retailer-facing operational capability that has supported deeper partnerships with key accounts. Customer experience is monitored on an ongoing basis through direct engagement, service performance metrics and the Company's community channels.
Community and environment - The Directors recognise the Company's responsibility to operate in a manner that respects the communities in which it trades and the wider environment. The Company reports its energy use and greenhouse gas emissions under the Streamlined Energy and Carbon Reporting framework set out below, and continues to work towards improving the quality of data and systems used to manage energy and resource consumption.
Reputation for high standards of business conduct - The Directors place significant emphasis on protecting the Company's reputation as a premium, community-led brand. Decisions taken during the year, including the disciplined approach to product reformulation, the avoidance of short-term discounting, and the continued investment in technical and regulatory compliance, were informed by the importance of maintaining the Company's premium positioning and the trust of its customers, partners and wider stakeholders.
Fairness as between members - The Company has a small number of members, and the Directors have regard to the need to act fairly between them in all material decisions. Matters of significance affecting members are considered at Board level, with appropriate governance and engagement in place.

This report was approved by the board and signed on its behalf.

J S Meek

Director

Date: 29 May 2026

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REFY Beauty Ltd

Directors' Report

For the Year Ended 31 August 2025

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

Directors' responsibilities statement

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments 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 Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £5,605,304 (2024 - £9,944,038).

No dividends were paid during the year. On 24 November 2025, the Company declared and paid an interim dividend of £6,000,000. The directors do not recommend a final dividend.

Directors

The directors who served during the year were:

J S Meek

J A Hunt

Page 7

REFY Beauty Ltd

Directors' Report (continued)

For the Year Ended 31 August 2025

Future developments

The Directors expect FY26 to be a year in which the business begins to realise the benefits of the investment programme delivered during FY25. The core cost bases established across logistics, systems and field capability are now embedded, and headcount is not expected to increase materially during the year. Marketing investment is expected to be more targeted, with greater emphasis on efficiency and return on investment.
The Company is positioned to execute planned retail expansion, including launches into additional premium retail partners across the United Kingdom, Europe and the Middle East, and to reintroduce a pipeline of margin-accretive new product development. The Directors expect improvements in both gross margin and EBITDA year-on-year from FY25 to FY26, while maintaining disciplined growth and protecting brand equity. A more detailed commentary is set out in the Future Outlook section of the Strategic Report.

Financial instruments and risk management

The Company's principal financial instruments comprise cash at bank, trade and other receivables, and trade and other payables. The main risks arising from the Company's financial instruments are credit risk, liquidity risk and foreign exchange risk.
Credit risk is managed through credit assessment and ongoing monitoring of customers and retail partners, with exposure spread across a diversified base of DTC customers and established premium retail partners. Liquidity risk is managed through the maintenance of a strong cash position and the absence of external debt. Foreign exchange risk arises on revenues and costs denominated in currencies other than Sterling and is monitored on an ongoing basis; the Company does not currently use derivative financial instruments to hedge foreign exchange exposure.

Research and development activities

During the year, the Company undertook research and development activities directed at advancing formulation science and product performance across its portfolio. This included technical development and reformulation of existing hero products to deliver measurable improvements in performance, stability and regulatory compliance across multiple international markets, alongside development work on new product concepts where commercial launch is expected in future periods. The Company has submitted a claim for research and development tax relief in respect of qualifying expenditure incurred during the year, in accordance with the provisions of the Corporation Tax Act 2009.

Engagement with suppliers, customers and others

Details of how the Directors have had regard to the need to foster the Company’s business relationships with suppliers, customers and others, and the effect of that regard on principal decisions taken during the year, are set out in the Section 172(1) statement within the Strategic Report.

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REFY Beauty Ltd

Directors' Report (continued)

For the Year Ended 31 August 2025

Greenhouse gas emissions, energy consumption and energy efficiency action

REFY Beauty Limited is required to report under the Streamlined Energy and Carbon Reporting (SECR) framework as set out in the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.
The reporting boundary covers the Company's UK operations for the year ended 31 August 2025, including office and warehouse facilities under the Company's operational control and transport fuel used in respect of vehicles for which the Company has financial responsibility. Energy use and emissions outside the United Kingdom are not within the scope of this disclosure.

Energy consumption data has been collected from supplier invoices and meter readings for the reporting period. Greenhouse gas emissions have been calculated in line with the GHG Protocol Corporate Accounting and Reporting Standard, using the UK Government's published conversion factors for company reporting for the relevant year. Scope 1 emissions comprise direct emissions from gas use and transport fuel; Scope 2 emissions comprise indirect emissions from purchased electricity, calculated on a location-based methodology. The intensity ratio is calculated as total gross emissions per £1m of turnover.

Category	Measure	2025
Energy consumption (UK operations)	Electricity consumption	102,517 kWh
	Gas consumption	225,876 kWh
	Transport fuel consumption	3,798 kWh
	Total energy consumption	332,191 kWh
Greenhouse gas emissions	Scope 1 emissions - gas and transport	42.2 tCO2e
	Scope 2 emissions - electricity, location-based	21.2 tCO2e
	Total gross emissions	63.4 tCO2e
Intensity ratio	Emissions intensity	1.4 tCO2e per £m turnover

This is the first year the Company has been required to report under the SECR regulations and therefore no comparative information has been presented.
During the year, the Company continued to focus on operational efficiency and on improving the quality of data and systems used to manage energy and resource consumption. The Directors expect to build on this in FY26 as the operating platform stabilises.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

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REFY Beauty Ltd

Directors' Report (continued)

For the Year Ended 31 August 2025

Post balance sheet events

On 13 November 2025, subsequent to the reporting date, the issued share capital of the Company was transferred to REFY Beauty Holdings Limited (company number 15980439), a company incorporated in England and Wales, which became the Company’s immediate parent undertaking and controlling party.
In December 2025, the Company entered into new financing arrangements with HSBC UK Bank plc and granted fixed and floating charges over its assets. The charges were registered at Companies House on 19 December 2025.
On 24 November 2025, subsequent to the reporting date, the Company declared and paid an interim dividend of £6,000,000. As this dividend was declared after the reporting date, no liability has been recognised at 31 August 2025.

Auditors

The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

J S Meek

Director

Date: 29 May 2026

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REFY Beauty Ltd

Independent Auditors' Report to the Members of REFY Beauty Ltd

Opinion

We have audited the financial statements of REFY Beauty Ltd (the 'Company') for the year ended 31 August 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, 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 Company's affairs as at 31 August 2025 and of its profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 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 Auditors' 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.

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REFY Beauty Ltd

Independent Auditors' Report to the Members of REFY Beauty Ltd (continued)

Opinion on other matters 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 the Directors' Report 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.

Matters on which we are required to report by exception

In the light of the 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 or the Directors' Report.

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, or returns adequate for our audit have not been received from branches not visited by us; or

∙the 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' Responsibilities Statement set out on page 7, 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.

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REFY Beauty Ltd

Independent Auditors' Report to the Members of REFY Beauty Ltd (continued)

Auditors' 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 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:

Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

∙The nature of the industry and sector in which the Company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.

∙The outcome of enquiries of local management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.

∙Supporting documentation relating to the Company's policies and procedures for:

°Identifying, evaluating, and complying with laws and regulations

°Detecting and responding to the risks of fraud

∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.

∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations that have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or that have a fundamental effect on the operations of the Company, including General Data Protection Regulation (GDPR) requirements, environmental and packaging regulations, consumer protection and trading standards, cosmetic product safety regulations, and anti-bribery and corruption laws.

Audit response to risks identified
Our procedures to respond to the risks identified included the following:

∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.

∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.

∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.

∙Enquiring of management about any actual and potential litigation and claims.

∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.

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REFY Beauty Ltd

Independent Auditors' Report to the Members of REFY Beauty Ltd (continued)

We have also considered the risk of fraud through management override of controls by:

∙Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.

∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and

∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws
and regulations are from the events and transactions reflected in the financial statements, the less likely we would become
aware of them. 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 Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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.

Helen Besant Roberts (senior statutory auditor)

for and on behalf of

Hurst Accountants Limited

Chartered Accountants

Statutory Auditors

3 Stockport Exchange

Stockport

SK1 3GG

29 May 2026

Page 14

REFY Beauty Ltd

Statement of Comprehensive Income

For the Year Ended 31 August 2025

	2025	2024
Note	£	£


Turnover	4	43,886,601	40,396,761
Cost of sales		(18,774,916)	(14,924,550)
Gross profit		25,111,685	25,472,211
Administrative expenses		(17,789,138)	(12,189,864)
Other operating income	5	156,295	-
Operating profit	6	7,478,842	13,282,347
Interest receivable and similar income	10	44,085	-
Interest payable and similar expenses	11	(5,227)	(25,415)
Profit before tax		7,517,700	13,256,932
Tax on profit	12	(1,912,396)	(3,312,894)
Profit for the financial year		5,605,304	9,944,038

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 20 to 38 form part of these financial statements.

Page 15

REFY Beauty Ltd

Registered number: 12522650

Balance Sheet

As at 31 August 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	13		318,236		146,980
Tangible assets	14		1,800,452		1,069,789
			2,118,688		1,216,769
Current assets
Stocks	15	9,839,379		8,803,720
Debtors	16	8,833,437		8,330,042
Cash at bank and in hand	17	13,285,497		11,458,215
		31,958,313		28,591,977
Creditors: amounts falling due within one year	18	(5,504,605)		(7,054,753)
Net current assets			26,453,708		21,537,224
Total assets less current liabilities			28,572,396		22,753,993
Creditors: amounts falling due after more than one year	19		(41,414)		(51,638)
Provisions for liabilities
Deferred tax	21		(465,951)		(242,628)
Net assets			28,065,031		22,459,727

Capital and reserves
Called up share capital	22	100	100
Profit and loss account	23	28,064,931	22,459,627
		28,065,031	22,459,727

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J S Meek

Director

Date: 29 May 2026

The notes on pages 20 to 38 form part of these financial statements.

Page 16

REFY Beauty Ltd

Statement of Changes in Equity

For the Year Ended 31 August 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 September 2023	100	12,515,589	12,515,689
Comprehensive income for the year
Profit for the year	-	9,944,038	9,944,038

At 1 September 2024	100	22,459,627	22,459,727
Comprehensive income for the year
Profit for the year	-	5,605,304	5,605,304
At 31 August 2025	100	28,064,931	28,065,031

The notes on pages 20 to 38 form part of these financial statements.

Page 17

REFY Beauty Ltd

Statement of Cash Flows

For the Year Ended 31 August 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	5,605,304	9,944,038
Adjustments for:
Amortisation of intangible assets	58,548	-
Depreciation of tangible assets	831,373	301,444
(Profit)/Loss on disposal of tangible assets	4,466	(205)
Interest paid	5,227	25,415
Interest received	(44,085)	-
Taxation charge	1,912,396	3,312,894
(Increase) in stocks	(1,035,659)	(4,655,930)
Decrease/(increase) in debtors	601,242	(2,958,657)
Increase in creditors	115,911	3,144,321
Corporation tax (paid)	(3,387,524)	(2,280,172)
R&D expenditure credit	(126,769)	-
Net cash generated from operating activities	4,540,430	6,833,148

Cash flows from investing activities
Purchase of intangible fixed assets	(229,804)	(146,980)
Purchase of tangible fixed assets	(1,567,562)	(954,417)
Sale of tangible fixed assets	1,060	3,654
Interest received	44,085	-
HP interest paid	(5,227)	(4,825)
Net cash used in investing activities	(1,757,448)	(1,102,568)
Cash flows from financing activities
Repayment of finance leases	(5,934)	(8,570)
Interest paid	-	(20,590)
Advances of loans to related parties	(845,902)	(898,088)
Repayments of loans owed by related parties	-	1,296,091
Advances of loans to directors	(103,864)	(1,404,094)
Net cash used in financing activities	(955,700)	(1,035,251)
Net increase in cash and cash equivalents	1,827,282	4,695,329
Cash and cash equivalents at beginning of year	11,458,215	6,762,886
Cash and cash equivalents at the end of year	13,285,497	11,458,215

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	13,285,497	11,458,215

Page 18

REFY Beauty Ltd

Analysis of Net Debt

For the Year Ended 31 August 2025


At 1 September 2024	Cash flows	At 31 August 2025
£	£	£

Cash at bank and in hand	11,458,215	1,827,282	13,285,497
Finance leases	(60,208)	5,934	(54,274)
	11,398,007	1,833,216	13,231,223

The notes on pages 20 to 38 form part of these financial statements.

Page 19

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

1.	General information

Refy Beauty Ltd is a private company limited by share capital incorporated in England & Wales, company number 12522650. The address of the registered office and the principal place of business is 128 Fairfield Street, Manchester, M12 6EL.
The nature of the Company's operations and its principal activity is the sale of beauty and cosmetic products.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 20

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

2.Accounting policies (continued)

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.5

Leased assets: the Company as lessee

Leases of assets that transfer substantially all the risks and rewards incidental to ownership are classified as finance leases.
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets are depreciated over the shorter of the lease term and their useful lives.
The capital element of lease obligations is recorded as a liability on inception of the arrangement. Lease payments are apportioned between capital repayment and finance charge, using the effective interest rate method, to produce a constant rate of charge on the balance of the capital repayments outstanding.

2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 21

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

2.Accounting policies (continued)

2.7

R&D tax credits

R&D tax credits are accounted for under the accruals model permitted by FRS 102. The credit is recognised in profit and loss when there is reasonable assurance that the claim will be received and the related qualifying expenditure has been incurred. The credit is presented within other operating income.

2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 22

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

2.Accounting policies (continued)

2.11

Current and deferred taxation

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

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.12

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Software

years

Page 23

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

2.Accounting policies (continued)

2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical 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.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the methods indicated below.

Depreciation is provided on the following basis:

Leasehold improvements	-	straight line over the remaining length of the lease
Plant and equipment	-	20.0% - 80.0% per annum on a straight line basis
Motor vehicles	-	33.3% per annum on a straight line basis
Office equipment	-	20.0% - 50.0% per annum on a straight line 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 profit or loss.

2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Cost includes labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 24

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

2.Accounting policies (continued)

2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 25

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

2.Accounting policies (continued)

2.19

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic 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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Page 26

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

2.Accounting policies (continued)

2.19

Financial instruments (continued)

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions. The judgements, estimates and assumptions that have the most significant effect on the carrying value of assets and liabilities of the Company as at 31 August 2025 are discussed below:
Impairment for stock
Management exercises judgement in estimating the obsolescence of stock and making impairments to reflect the
difference between cost and estimated net realisable value. At the year end, the value of the stock is £9,839,379
(2024: £8,803,720) and provisions of £603,716 (2024: £32,727) had been recognised against stock.

Turnover

The whole of the turnover is attributable to the retail of cosmetics.

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	15,712,507	13,676,284
Rest of Europe	3,643,410	3,014,413
Rest of the world	24,530,684	23,706,064
	43,886,601	40,396,761

Rest of the world sales includes £20,269,228 (2024: £18,809,610) to the United States.

Page 27

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

5.	Other operating income
		2025	2024
		£	£

	Other operating income	156,295	-

Research & development charged as an expense	171,212	193,209
Exchange differences	25,887	217,797
Other operating lease rentals	329,631	295,177
(Profit)/Loss on sale of tangible fixed assets	4,466	(205)

	Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements	30,000	26,000
	Fees payable to the Company's auditors for non-audit services	5,900	4,350

Page 28

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

Wages and salaries	4,573,976	3,688,041
Social security costs	473,773	289,882
Cost of defined contribution scheme	299,285	217,515
	5,347,034	4,195,438

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Admin	93	81
Sales	31	13

	124	94

9.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	437,315	326,433
Company contributions to defined contribution pension schemes	55,000	60,000
	492,315	386,433

	During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £258,563 (2024 - £150,000).
	The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £30,000 (2024 - £30,000).

10.	Interest receivable
		2025	2024
		£	£

Bank interest receivable

44,085

Page 29

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

11.	Interest payable and similar expenses
		2025	2024
		£	£

Finance leases	5,227	4,825
Other interest payable	-	20,590
	5,227	25,415

Corporation tax
Current tax on profits for the year	1,689,073	3,139,183
Adjustments in respect of previous periods	-	(13,476)

Total current tax	1,689,073	3,125,707

Deferred tax
Origination and reversal of timing differences	223,323	187,187
Total deferred tax	223,323	187,187


	Tax on profit	1,912,396	3,312,894

Page 30

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

12.Taxation (continued)

Profit on ordinary activities before tax

7,517,700

13,256,932

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	1,879,425	3,314,233
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	38,858	10,127
Capital allowances for year in excess of depreciation	1,529	3,208
Adjustments to tax charge in respect of prior periods	-	(13,476)
Other timing differences leading to an increase (decrease) in taxation	(7,416)	(1,198)
Total tax charge for the year	1,912,396	3,312,894

Factors that may affect future tax charges

There are no factors that may affect future tax charges.

Page 31

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

13.	Intangible assets

		Computer software
		£
	Cost
	At 1 September 2024	146,980
	Additions	229,804
	At 31 August 2025	376,784
	Amortisation
	Charge for the year	58,548
	At 31 August 2025	58,548
	Net book value
	At 31 August 2025	318,236
	At 31 August 2024	146,980

Page 32

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

14.	Tangible fixed assets

	Leasehold improvements	Plant and equipment	Motor vehicles	Office equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 September 2024	347,353	822,380	74,544	223,622	1,467,899
Additions	60,895	1,448,666	-	58,001	1,567,562
Disposals	-	-	-	(14,361)	(14,361)
At 31 August 2025	408,248	2,271,046	74,544	267,262	3,021,100
Depreciation
At 1 September 2024	87,405	189,972	39,343	81,390	398,110
Charge for the year on owned assets	78,143	654,663	-	73,640	806,446
Charge for the year on financed assets	-	-	24,927	-	24,927
Disposals	-	-	-	(8,835)	(8,835)
At 31 August 2025	165,548	844,635	64,270	146,195	1,220,648
Net book value
At 31 August 2025	242,700	1,426,411	10,274	121,067	1,800,452
At 31 August 2024	259,948	632,408	35,201	142,232	1,069,789

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2025	2024
	£	£


	Motor vehicles	10,274	35,201

Page 33

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

15.	Stocks
		2025	2024
		£	£

Raw materials and consumables	-	2,711
Goods in transit	1,057,044	1,427,653
Finished goods and goods for resale	8,782,335	7,373,356
	9,839,379	8,803,720

The carrying value of stocks is stated net of impairment losses totalling £603,716 (2024 - £32,727. Impairment losses totalling £1,095,400 (2024 - £49,614) were recognised in profit and loss.

16.

Debtors

					2025	2024
					£	£



Trade debtors	4,309,805	5,086,812
Other debtors	4,235,883	3,059,832
Prepayments and accrued income	287,749	183,398
	8,833,437	8,330,042

Included within other debtors are four loans (2024 - three loans) to connected companies.
Impairment losses totalling £131,656 (2024 - £Nil) were recognised in profit and loss during the year.

17.	Cash and cash equivalents
		2025	2024
		£	£

	Cash at bank and in hand	13,285,497	11,458,215

Page 34

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

18.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	1,813,369	2,299,373
Corporation tax	35,054	1,705,403
Other taxation and social security	612,870	621,227
Obligations under finance lease and hire purchase contracts	12,860	8,570
Other creditors	409,029	504,358
Accruals and deferred income	2,621,423	1,915,822
	5,504,605	7,054,753

Net obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.

19.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

	Net obligations under finance leases and hire purchase contracts	41,414	51,638

Net obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.

Within one year	13,394	13,394
Between 1-5 years	42,848	56,241
	56,242	69,635

Page 35

REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

21.	Deferred taxation

		2025
		£

	At beginning of year	(242,628)
	Charged to the profit or loss	(223,323)
	At end of year	(465,951)

The provision for deferred taxation is made up as follows:
	2025	2024
	£	£

Accelerated capital allowances	(471,637)	(246,794)
Short term timing differences	5,686	4,166
	(465,951)	(242,628)

22.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

100 (2024 - 100) Ordinary shares of £1.00 each	100	100

The Ordinary shares carry full rights regarding voting, payment of dividends, and distributions.

23.

Reserves

Profit and loss account

The profit and loss reserve includes all current and prior period retained profits and losses.

24.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £321,548 (2024 - £217,515). Contributions totalling £22,744 (2024 - £16,665) were payable to the fund at the balance sheet date and are included within other creditors.

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REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025


Not later than 1 year	355,144	330,363
Later than 1 year and not later than 5 years	644,202	916,096
	999,346	1,246,459

26.	Directors’ benefits: advances, credit and guarantees

At 31 August 2025, included within other debtors within one year, is a loan due from one of the directors amounting to £1,522,318. The opening balance was £1,422,318, and during the year, loans amounting to £100,000 (2024: £1,396,545) were made. This loan is interest-free and repayable on demand. The maximum amount overdrawn during the year by the director was £1,522,318 (2024: £1,422,318). During the year, expenses totalling £433 (2024: £615) were either reimbursed to the director or paid directly on their behalf.
At 31 August 2025, included within other debtors within one year, is a loan due from one of the directors amounting to £11,683. The opening balance was £7,819, and during the year, loans amounting to £3,864 (2024: £7,548) were made. This loan is interest-free and repayable on demand. The maximum amount overdrawn during the year by the director was £11,683 (2024: £7,819). During the year, expenses totalling £9,315 (2024: £424) were either reimbursed to the director or paid directly on their behalf.

27.

Related party transactions

The Company provided a new loan to a company under common control during the year. The loan amount was £7,528. It is unsecured, bears no interest, and has no fixed terms for repayment. The full amount remains outstanding at the year end and is included in other debtors.
At the year end £200,000 (2024: £200,000) was due from a company under common control and is included within other debtors. This loan is unsecured, bears no interest, and has no fixed terms for repayment. The Company also reimbursed this related company for expenses totaling £7,800 (2024: £6,408).
At the year end £1,470,218 (2024: £679,058) was due from a company under common control and is included within other debtors. This loan is unsecured, bears no interest, and has no fixed terms for repayment.
At the year end £90,613 (2024: £43,400) was due from a company under common control and is included within other debtors. This loan is unsecured, bears no interest, and has no fixed terms for repayment.

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REFY Beauty Ltd

Notes to the Financial Statements

For the Year Ended 31 August 2025

28.	Post balance sheet events

29.	Controlling party

At 31 August 2025, the Company was owned equally by two shareholders who each held 50% of the issued share capital and voting rights. Accordingly, there was no single ultimate controlling party.
As disclosed in note 28, subsequent to the reporting date the Company became a wholly owned subsidiary of REFY Beauty Holdings Limited (company number 15980439), a company incorporated in England and Wales. The ultimate controlling parties remain unchanged following this reorganisation.

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