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Registered number: 06805380
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Beauty Tech Group Trading Limited
 
 
Annual Report and Financial Statements
 
For The Year Ended 31 December 2025
The Beauty Tech Group Trading Limited
 
Company Information
2
 
 
Strategic Report
3 - 7
 
 
Directors' Report
8 - 10
 
 
Directors' Responsibilities Statement
11
 
 
Audit Report
12 - 15
 
 
Statement of Comprehensive Income
16
 
 
Statement of Financial
17
 
 
Position Statement of Changes in Equity
18
 
 
Notes To The Financial Statements
19 - 43
Company Information
 
Directors
 
S N Glynn
L M Newman
A M Showman
S M Cooper (resigned 26-09-2025)
A J Duckworth (resigned 26-09-2025)
P J Gedman (resigned 26-09-2025)
M A McGrath (resigned 19-08-2025)
 
Company secretaries
 
S F Clayton (appointed 26 September 2025)
L M Newman (resigned 26 September 2025)
Alter Domus (UK) Limited (resigned 27 May 2026)
 
Registered number
 
06805380
 
Registered office
 
Suite 3f1, Glasshouse
Congleton Road
Nether Alderley
Macclesfield
Cheshire
SK10 4ZE
 
Independent auditor
 
RSM UK Audit LLP
Chartered Accountants
Ninth Floor
Landmark St Peter's Square
1 Oxford Street
Manchester
M1 4PB
The Beauty Tech Group Trading Limited
 
Strategic Report
For The Year Ended 31 December 2025
 
Introduction
 
The Directors present the Strategic Report for the year ended 31 December 2025.
 
During the year, The Beauty Tech Group plc, the Company's ultimate parent undertaking, was admitted to the Main Market of the London Stock Exchange as part of a wider group reorganisation. In connection with this, the Company changed its name from The Beauty Tech Group Limited to The Beauty Tech Group Trading Limited. References to the Company in this report relate to The Beauty Tech Group Trading Limited throughout.
 
Principal activity
 
The principal activity of the Company continued to be that of an online retailer of professional home-use beauty devices, principally under the Group's own-brand portfolio comprising CurrentBody Skin, ZIIP Beauty and Tria Laser.
 
Business review
 
The Beauty Tech Group Trading Limited is the principal trading subsidiary of The Beauty Tech Group plc and is the global destination for professional home-use beauty devices. The Company's continued focus on the At-Home Beauty Device ("AHBD") sector has further established its position as a category leader and the voice of the sector to both consumers and its supplier base.
 
FY25 was a transformational year for the Company and the wider Group. Revenue grew by 44% to £130.8 million (2024: £90.7 million), reflecting continued strong growth across all of the Company's core technologies: LED, Radio Frequency, Microcurrent and Laser. This performance was supported by sustained investment in own-brand product development and marketing, together with the ongoing geographic broadening of the customer base. Own-brand revenue, principally generated through the CurrentBody Skin brand, continued to be the primary driver of growth and represented 89% of total revenue in the year (2024: 78%). International revenue continued to account for a significant proportion of total sales, with the United States and Canada remaining the Company's largest geographic markets at 20% of total revenue (2024: 22%), reflecting the continued diversification of the Company's international customer base.
 
Gross margins improved by 6.6 percentage points to 58.0% (2024: 51.4%), reflecting the continued growth in own-brand participation from 78% to 89% of revenue, improvements in the cost of manufacture and a more favourable product mix. The Company's overall trading performance was achieved against a backdrop of increased United States import tariffs introduced during the year, foreign exchange volatility and continued pressure on consumer discretionary spending. The Company took prompt steps to mitigate the impact of United States tariffs, including accelerating the diversification of its manufacturing base, modelling a range of scenarios against the Group's three-year strategic plan and reviewing pricing and supplier arrangements where appropriate.
The Beauty Tech Group Trading Limited
 
Strategic Report
For The Year Ended 31 December 2025
 
On 3 October 2025, the Group undertook a reorganisation in connection with the listing of The Beauty Tech Group plc on the Main Market of the London Stock Exchange. As a result of the reorganisation, The Beauty Tech Group plc was inserted as the ultimate parent undertaking of the Group. The Beauty Tech Group plc was admitted to trading on the Main Market of the London Stock Exchange on 8 October 2025. Proceeds from the listing were used by the Group to repay external bank borrowings, loan notes and preference share liabilities in full, materially strengthening the Group's balance sheet. The Company's finance costs are therefore expected to reduce significantly in future periods, reflecting the elimination of pre-IPO debt obligations.
 
Stock levels at the year end remained appropriately positioned to support continued sales growth without carrying excessive inventory. The Board believe that the Company is well placed, both operationally and financially, to continue to deliver against its strategic objectives in the year ahead.
 
Principal risks and uncertainties
 
Management regularly reviews and manages potential risks and uncertainties facing the Company. The Company is a subsidiary undertaking of The Beauty Tech Group plc and forms part of the wider Group's risk management framework, full details of which are set out in the Group's Annual Report. The principal risks considered most relevant to the Company are set out below.
 
Macroeconomic conditions and tariff exposure
The Company sells into over 90 markets worldwide and is exposed to macroeconomic conditions, consumer spending fluctuations, trade restrictions and tariff changes. The introduction of additional United States import tariffs and the subsequent uncertainty in global trade have been a particular focus area during the year. The Company has mitigated this exposure through geographic diversification, dual-source manufacturing across the US, China, India and Thailand, the commencement of investment in Indian manufacturing during the year, and the premium positioning of its products. Stress testing has demonstrated that the Company is able to withstand a material further increase in import tariff costs.
 
Foreign currency risk
A significant and growing proportion of the Company's revenues and operating expenses are denominated in currencies other than pounds sterling, principally US dollars, Euros, Australian dollars and Canadian dollars. The Company manages this exposure through a combination of natural hedging across matched currency sales and purchases, the Group's hedging programme and ongoing monitoring of sensitivity to exchange rate movements.
 
Competition
The At-Home Beauty Device sector is a rapidly growing but increasingly competitive segment of the wider beauty and personal care market. The Company aims to maintain and extend its position through its long-standing focus on the four core aesthetics technologies (LED, Radio Frequency, Microcurrent and Laser), sustained product development, clinical validation of its own-brand devices and close relationships with its supplier base.
The Beauty Tech Group Trading Limited
 
Strategic Report
For The Year Ended 31 December 2025
 
Intellectual property
The Company's competitive position depends in part on the protection of its intellectual property, including trademarks, design patents and product registrations. The Group operates an active intellectual property registration and protection programme, supported by specialist external advisers and actively monitors third-party platforms for counterfeit products.
 
Digital systems and cyber security
The Company is reliant on its e-commerce platform, customer relationship management systems and supply chain technology to operate its direct-to-consumer business. Failure, disruption or security breach could impact operations and customer service. The Group has invested in specialist IT and cyber security expertise, periodic penetration testing, mandatory employee training and the use of established cloud-based platforms with their own resilience and security accreditations.
 
Liquidity and credit risk
The Company's direct-to-consumer model means it has limited exposure to trade receivable credit risk. Liquidity risk is managed through frequent cash flow forecasting and review, the support of the wider Group, and access to committed external facilities. On 25 March 2026 the Company entered into a new £12.5 million unsecured trade finance facility with Santander UK plc, further strengthening the Group's liquidity position.
 
Regulatory compliance
Following the Group's admission to the Main Market of the London Stock Exchange in October 2025, the wider Group is subject to increased regulatory, financial reporting and corporate governance requirements. The Company operates in multiple jurisdictions with varying product-related regulatory frameworks. Compliance is managed centrally through the Group's Regulatory Compliance function and supported by external advisers, with adherence to UKCA, EU MDR, FDA, Health Canada, TGA and NMPA standards as appropriate to the markets in which the Company sells.
 
Future developments
 
Following the Group's admission to the Main Market of the London Stock Exchange in October 2025 and the repayment of external Group borrowings from the proceeds of the listing, the Company enters FY26 with a materially strengthened balance sheet. The Company will continue to support the Group's strategy of expanding its international presence through localised websites and strategically placed warehousing, sustained investment in research and development across the four core aesthetics technologies (LED, Radio Frequency, Microcurrent and Laser), and the continued growth of its own-brand portfolio across the CurrentBody Skin, ZIIP Beauty and Tria Laser brands.
 
Investment in the diversification of the Group's manufacturing base, including continued investment in Indian manufacturing capacity, is expected to continue in FY26 and to mitigate the impact of United States tariffs on a structural basis. The Company will continue to take such action as is necessary to reduce the Group's exposure to changes in trade policy and currency markets.
 
Subsequent to the year end, on 25 March 2026, the Company entered into a new £12.5 million unsecured trade finance facility with Santander UK plc. The facility is available to support the Group's working capital requirements and further enhances the Group's liquidity position. Other than as set out above and as disclosed elsewhere in these financial statements, there have been no events subsequent to the reporting date that require disclosure or adjustment in these financial statements.
The Beauty Tech Group Trading Limited
 
Strategic Report
For The Year Ended 31 December 2025
 
Financial key performance indicators
 
The Directors monitor a number of financial and operational performance measures. The principal financial measures used by the Board to assess the Company's performance are set out below:
 
Financial year
Year ended 31
December
2025
£
Year ended 31
December
2024
£
Sales
130,846,463
90,743,726
Adjusted cost of sales (see note 1)
(49,038,219)
(38,415,534)
Adjusted gross profit
81,808,244
52,328,192
 
62.5%
57.7%
Postage
(5,881,419)
(5,723,567)
Administrative expenses
(45,405,138)
(26,591,946)
Other income
841,271
137,785
EBITDA pre exceptional items and fair value adjustments (see note 2)
31,362,958
20,150,464
 
24.0%
22.2%
Fair value movements
(1,509)
111,661
Exceptional administrative expenses
(8,020,739)
(1,544,627)
EBITDA
23,340,710
18,717,498
Other interest receivable and similar income
92,711
 
Interest payable and similar expenses
(469,486)
(1,504,697)
Depreciation and amortisation
(2,259,009)
(1,577,418)
Profit before tax
20,704,926
15,635,383
 
 
 
Net Assets
36,546,824
21,068,994
 
Note 1: Cost of goods sold excludes postage for management KPI purposes. Postage costs represent the difference between the gross profit shown above and statutory gross profit.
 
Note 2: EBITDA pre exceptional items and fair value adjustments is defined as profit before net finance costs, tax, depreciation, amortisation, fair value movements and exceptional items. Exceptional items are items which are identifiable as exceptional by virtue of their size, nature or incidence. These are predominantly related to the IPO of the Group.
The Beauty Tech Group Trading Limited
 
Strategic Report
For The Year Ended 31 December 2025
 
Section 172 Statement: Directors' Duties and Financial Oversight
 
The Directors of The Beauty Tech Group Trading Limited confirm their commitment to promoting the success of the Company for the benefit of its members as a whole, consistent with our duties under Section 172 of the Companies Act 2006. As the Group's principal trading subsidiary, our primary role is to deliver the Group's commercial strategy and manage related operating and financial risks. In carrying out our responsibilities, we have addressed the key aspects outlined in Section 172(1), focusing on the following:
 
Long-term decision making: The Company's strategic decisions are taken with a focus on the long-term sustainability and growth of the business. Continued investment in proprietary product development, the further diversification of the Group's manufacturing footprint, and the embedding of the Group's enhanced governance framework following its admission to the Main Market are designed to support the Company's competitive position and the prospects of the Group over the medium and long term.
Employee interests: The Company recognises that its people are central to its success. The Group has continued to invest in employee development, wellbeing and engagement during the year and the Board has had regard to the interests of employees in connection with the strategic and operational decisions taken during the year, including those relating to the IPO, the related group reorganisation and the continued growth of the business.
Business relationships: The Company places significant importance on strong, ethical and transparent relationships with its customers, suppliers, manufacturing partners and other business counterparties. Regular engagement with suppliers and a continuous focus on customer service have supported the Company's growth and brand reputation during the year.
Community and environmental impact: The Company is committed to minimising its environmental footprint through sustainable practices and to contributing positively to the communities in which the Group operates. The Group's wider ESG strategy is set out in the Annual Report of the ultimate parent undertaking, The Beauty Tech Group plc.
High standards of business conduct: The Directors are committed to high standards of business conduct, integrity and transparency. During the year, the Group adopted the UK Corporate Governance Code 2024 in connection with the admission of The Beauty Tech Group plc to the Main Market, and the related governance enhancements have flowed through to the Company's own framework and procedures.
The need to act fairly between members: The Directors have considered the need to act fairly between the members of the Company in connection with the strategic and capital decisions taken during the year, including those associated with the group reorganisation and the Company's status as a wholly-owned subsidiary of The Beauty Tech Group plc.
 
In summary, the actions and strategic decisions taken during the year have been carefully aligned to support the financial stability and continued success of the Company, with a clear focus on long-term value creation, ethical practice and effective stakeholder engagement.
 
This report was approved by the board and signed on its behalf:
 
 
 
S N Glynn
Director
 
26 June 2026
The Beauty Tech Group Trading Limited
 
Directors' Report
For The Year Ended 31 December 2025
 
The Directors present their report together with the audited financial statements of The Beauty Tech Group Trading Limited (the "Company") for the year ended 31 December 2025.
 
Change of company name
 
On 12 September 2025, the Company changed its name from The Beauty Tech Group Limited to The Beauty Tech Group Trading Limited. The change of name was made in connection with the group reorganisation undertaken on 3 October 2025 ahead of the admission of the Company's ultimate parent undertaking, The Beauty Tech Group plc, to the Main Market of the London Stock Exchange on 8 October 2025. References to the Company throughout this report relate to The Beauty Tech Group Trading Limited.
 
Principal activities
 
The principal activity of the Company continued to be that of an online retailer of professional home-use beauty devices, principally under the Group's own-brand portfolio comprising CurrentBody Skin, ZIIP Beauty and Tria Laser.
 
Matters covered in the Strategic Report
 
A review of the Company's business, the principal risks and uncertainties facing the Company, key performance indicators, likely future developments and the statement of compliance with section 172(1) of the Companies Act 2006 are set out in the Strategic Report on pages 3 to 7.
 
Directors
 
The Directors who served during the year;
 
S N Glynn
L M Newman
A M Showman
S M Cooper (resigned 26 September 2025)
A J Duckworth (resigned 26 September 2025)
P J Gedman (resigned 26 September 2025)
M A McGrath (resigned 19 August 2025)
 
Results and dividends
 
The profit for the year, after taxation, amounted to £14,928,578 ( 2024: £11,596,758). Total comprehensive income amounted to £15,217,411 (2024: £11,596,758).
 
No ordinary dividends were paid. The Directors do not recommend payment of a final dividend.
The Beauty Tech Group Trading Limited
 
Directors' Report
For The Year Ended 31 December 2025
 
Research and development
 
The Company maintains a continuous focus on research and development to enhance the quality and clinical efficacy of its products. This includes the development of new own-brand devices across the Group's four core aesthetics technologies (LED, Radio Frequency, Microcurrent and Laser) and ongoing improvements to existing products. In addition, the Company continues to invest in enhancing the customer experience and improving the efficiency of its back-office operations.
 
Engagement with suppliers, customers and others in a business relationship
 
The Board have actively engaged with the Company's suppliers, customers and other business partners during the year to maintain and develop strong, long-term commercial relationships. Regular engagement with suppliers has ensured the consistency, quality and security of the Company's supply chain, which has been particularly important in the context of the changes to United States import tariffs introduced during the year and the wider Group's continued diversification of its manufacturing base. The Company has also continued to invest in customer service training and capability across its global operations, supporting customer satisfaction and brand loyalty. These engagements have directly informed strategic and operational decisions taken during the year, including those relating to new product launches, market entry and supply chain investment.
 
Political contributions
 
Neither the Company nor any of its subsidiaries made any political donations or incurred any political expenditure during the year (2024: £nil).
 
Greenhouse gas emissions, energy consumption and energy efficiency action
 
The Company is a wholly-owned subsidiary of The Beauty Tech Group plc and is consolidated into the Group's annual report for the year ended 31 December 2025. The Company has therefore taken advantage of the exemption available to subsidiary undertakings under Schedule 7, Part 7 of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended). The energy and carbon disclosures required by the Streamlined Energy and Carbon Reporting (SECR) regulations are presented at the consolidated level within the Annual Report of The Beauty Tech Group plc, which may be obtained from the Group's registered office or from its investor relations website.
 
Post balance sheet events
 
On 25 March 2026, the Company entered into an unsecured £12.5 million trade finance facility with Santander UK plc. The facility is available to support the Group's working capital requirements and enhances its liquidity position. Other than as set out above and as disclosed elsewhere in these financial statements, there have been no significant events affecting the Company since the reporting date that require adjustment or disclosure in these financial statements.
 
Qualifying third party indemnity provisions
 
The Company has granted an indemnity to its Directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third party indemnity provisions remain in force as at the date of approving the Directors' Report.
The Beauty Tech Group Trading Limited
 
Directors' Report
For The Year Ended 31 December 2025
 
Disclosure of information to auditor
 
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
so far as the Directors are aware, there is no relevant audit information of which the Company's auditor is 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 auditor is aware of that information.
 
Auditor
 
The auditor, RSM UK Audit LLP, has indicated its willingness to continue in office and, in accordance with section 487 of the Companies Act 2006, will be deemed to have been re-appointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
 
Going concern
 
The Directors have assessed the Company's ability to continue as a going concern, taking into account its financial position at the reporting date, its trading performance, its cash flow forecasts and the financial resources available to the wider Group. Following the admission of The Beauty Tech Group plc to the Main Market of the London Stock Exchange in October 2025, the proceeds of the listing were used to repay external Group borrowings in full, materially strengthening the Group's balance sheet. On 25 March 2026 the Company also entered into a new £12.5 million unsecured trade finance facility with Santander UK plc. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of these financial statements and have accordingly continued to adopt the going concern basis in preparing the financial statements. Further detail is set out in the going concern accounting policy in note 2.4.
 
Approval
 
This report was approved by the Board and signed on its behalf by:
 
 
 
S N Glynn
Director
 
Date: 26 June 2026
The Beauty Tech Group Trading Limited
 
Directors' Responsibilities Statement
For The Year Ended 31 December 2025
 
The Directors are responsible for preparing 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 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 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 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.
The Beauty Tech Group Trading Limited
 
Independent Auditor's Report To The Members of The Beauty Tech Group Trading Limited
 
Opinion
 
We have audited the financial statements of The Beauty Tech Group Trading Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, 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 December 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 auditor's 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 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.
The Beauty Tech Group Trading Limited
 
Independent Auditor's Report To The Members of The Beauty Tech Group Trading Limited
 
Other information
 
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
 
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
 
We have nothing to report in this regard.
 
Opinion on other 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 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 and 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 by, or returns adequate for our audit have not been received from branches not visited by us; or
the 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' Responsibilities Statement set out on page 11, 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.
The Beauty Tech Group Trading Limited
 
Independent Auditor's Report To The Members of The Beauty Tech Group Trading Limited
 
Our 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.
 
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:
 
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.
 
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.
 
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the Company operates in and how the Company is complying with the legal and regulatory framework;
inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.
 
As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliance which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from external tax advisors.
 
The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business.
The Beauty Tech Group Trading Limited
 
Independent Auditor's Report To The Members of The Beauty Tech Group Trading Limited
 
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 Auditor's report.
 
Use of our report
 
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
 
 
 
Alastair John Richard Nuttall (Senior Statutory Auditor)
 
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
Ninth Floor
Landmark St Peter's Square
1 Oxford Street
Manchester
M1 4PB
 
Date: 26 June 2026
The Beauty Tech Group Trading Limited
 
Statement of Comprehensive Income
For The Year Ended 31 December 2025
 
 
Note
2025
2024
 
 
£
£
Turnover
4
130,846,463
90,743,726
Cost of sales
 
(54,919,638)
(44,139,101)
Gross Profit
 
75,926,825
46,604,625
Administrative expenses
 
(47,664,147)
(28,169,364)
Other operating income
 
841,271
137,785
Exceptional administrative expenses
 
(8,020,739)
(1,544,627)
Fair value movements
 
(1,509)
111,661
Operating Profit
 
21,081,701
17,140,080
Other interest receivable and similar income
 
92,711
 
Interest payable and similar expenses
 
(469,486)
(1,504,697)
Profit before tax
 
20,704,926
15,635,383
Tax on profit
12
(5,776,348)
(4,038,625)
Profit for the financial year
 
14,928,578
11,596,758
Other comprehensive income
 
 
 
Currency translation differences
 
288,833
 
Other comprehensive income, net of tax
 
288,833
 
Total comprehensive income for the financial year
 
15,217,411
11,596,758
 
Other comprehensive income for the year ended 31 December 2025 comprised currency translation differences of £288,833 (year ended 31 December 2024: £Nil).
 
The notes on pages 19 to 43 form part of these financial statements.
The Beauty Tech Group Trading Limited
Registered number: 06805380
 
Statement of Financial Position
As At 31 December 2025
 
 
 
2025
2025
2024
2024
 
Note
£
£
£
£
Fixed assets
 
 
 
 
 
Intangible assets
13
-
4,492,558
-
3,323,550
Tangible fixed assets
14
-
1,965,583
-
324,074
Investments
15
-
11,495,980
-
12,402,908
Current assets
 
 
 
 
 
Stocks
16
18,271,945
-
11,469,008
-
Debtors
17
35,754,367
-
18,464,921
-
Cash at bank and in hand
 
39,443,549
-
13,482,200
-
Creditors: amounts falling due within one year
18
(68,906,134)
-
(36,235,260)
-
Net current assets
 
-
24,563,727
-
7,180,869
Total assets less current liabilities
 
-
42,517,848
-
23,231,401
Provisions for liabilities
 
 
 
 
 
Deferred taxation
20
(397,632)
-
(137,143)
-
Other provisions
21
(5,573,392)
-
(2,025,264)
-
 
 
-
(5,971,024)
-
(2,162,407)
Net assets
 
-
36,546,824
-
21,068,994
Capital and reserves
 
 
 
 
 
Called up share capital
22
-
396
-
396
Share premium account
 
-
3,346,435
-
3,346,435
Capital contribution reserve
 
-
2,398,474
-
2,138,055
Profit and loss account
23
-
30,801,519
-
15,584,108
Total capital and reserves
 
-
36,546,824
-
21,068,994
 
The financial statements were approved and authorised for issue by the board and were signed on its behalf:
 
 
 
S N Glynn
Director
 
Date: 26 June 2026
 
The notes on pages 19 to 43 form part of these financial statements.
The Beauty Tech Group Trading Limited
 
Statement of Changes in Equity
For The Year Ended 31 December 2025
 
 
 
 
Note
Called up
share
capital
£
Share
premium
account
£
Capital
contribution
reserve
£
Profit and
loss
account
£
Total
£
 
 
 
 
 
 
 
At 1 January 2025
 
396
3,346,435
2,138,055
15,584,108
21,068,994
Comprehensive income for the year
 
-
-
-
288,833
288,833
Profit for the year
 
-
-
-
14,928,578
14,928,578
Total comprehensive income for the year
 
-
-
-
15,217,411
15,217,411
Share-based payment charge
 
-
-
260,419
-
260,419
At 31 December 2025
 
396
3,346,435
2,398,474
30,801,519
36,546,824
 
 
 
 
Note
Called up
share
capital
£
Share
premium
account
£
Capital
contribution
reserve
£
Profit and
loss
account
£
Total
£
 
 
 
 
 
 
 
At 1 January 2024 as previously stated
 
396
3,346,435
-
5,719,891
9,066,722
Prior year adjustment (see note 24)
 
-
-
1,732,541
(1,732,541)
-
At 1 January 2024
 
396
3,346,435
1,732,541
3,987,350
9,066,722
Profit for the year
 
-
-
-
11,596,758
11,596,758
Share-based payment charge
 
-
-
405,514
-
405,514
At 31 December 2024
 
396
3,346,435
2,138,055
15,584,108
21,068,994
 
The notes on pages 19 to 43 form part of these financial statements.
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
1
General information
 
The Beauty Tech Group Trading Limited is a private company limited by shares and is incorporated in England and Wales under the Companies Act 2006. The address of its registered office is given on the Company Information page and the nature of the Company's operation and principal activity are set out in the Directors' Report.
 
2
Accounting policies
 
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied consistently to all periods presented, unless otherwise stated.
 
2.1
Basis of preparation of financial statements
 
The financial statements have been prepared under the historic 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' (FRS 102) 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 judgement in applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.
 
The Company's functional and presentational currency is the Pound Sterling.
 
2.2
Disclosure exemptions for qualifying entities under FRS 102
 
The Company has taken advantage of the following disclosure exemptions in preparing its financial statements, as permitted by FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
 
the requirements of Section 7 Statement of Cash Flows and paragraph 3.17(d).
the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A as equivalent information is included in the consolidated financial statements of the group in which the Company is consolidated.
the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23 as the Company is a subsidiary and the share-based payment arrangement concerns equity instruments of another group entity.
the requirement of paragraph 33.7.
 
The information is included in the consolidated financial statements of The Beauty Tech Group plc as at 31 December 2025 and these financial statements may be obtained from the Company's registered office at Suite 3f1, Glasshouse, Congleton Road, Nether Alderley, Macclesfield, Cheshire, SK10 4ZE.
 
2.3
Exemption from consolidated accounts
 
The Company is a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of an EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
2
Accounting policies (continued)
 
2.4
Going concern
 
At the year end, the Company had net current assets of £24,563,727 (2024: £7,180,869) and net assets of £36,546,824 (2024: £21,068,994). The Company generated profit before tax of £20,704,926 (2024: £15,635,383) and cash inflows from operating activities supported by continued growth in revenue and improvements in gross margin.
 
The Directors have considered the Company's cash flow forecasts and those of the wider Group for a period of at least twelve months from the date of approval of these financial statements. Following the admission of the Company's ultimate parent undertaking, The Beauty Tech Group plc, to the Main Market of the London Stock Exchange on 8 October 2025, the proceeds of the listing were used to repay all outstanding external Group bank borrowings, loan notes and preference share liabilities in full, materially strengthening the Group's balance sheet. Subsequent to the year end, on 25 March 2026, the Company entered into a new £12.5 million unsecured trade finance facility with Santander UK plc, further strengthening the Group's liquidity position.
 
Having regard to these matters, the Company's forecast future cash flows, the financial resources available to the wider Group, and the modelled impact of plausible downside scenarios (including the impact of further changes in international trade tariffs), the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements.
 
2.5
Revenue
 
Revenue represents amounts receivable from the sale of goods and provision of services in the normal course of business, net of discounts, rebates, value added tax and other sales taxes. Revenue is recognised when the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the Company and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
 
Sale of goods
Revenue from the sale of beauty devices and complementary consumables is recognised when the significant risks and rewards of ownership have been transferred to the customer, the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, and the amount of revenue and associated costs can be measured reliably. For direct-to-consumer online sales, this is on dispatch or delivery to the customer in accordance with the underlying contractual arrangements. For wholesale sales, this is on transfer of control of the goods to the wholesale customer in accordance with the relevant delivery terms.
 
Provision is made for expected returns based on past experience, and revenue is recognised net of any related provision.
 
Rental income
Rental income arising from operating lease arrangements is recognised on a straight-line basis over the term of the lease.
 
2.6
Cost of sales
 
Cost of sales comprises the cost of inventories sold during the year, inbound freight, duty, manufacturing-related cost adjustments and inventory provisions. Postage and outbound delivery costs associated with the dispatch of goods to customers are included within administrative expenses.
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
2
Accounting policies (continued)
 
2.7
Foreign currency translation
 
Transactions denominated in foreign currencies are translated into the Company's functional currency at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated at the rate of exchange ruling at that date. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in profit or loss.
 
2.8
Leases
 
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership to the lessee. If the lease does not transfer substantially all the risks and rewards incidental to ownership, it is classified as an operating lease. Lease classification is determined at the inception of the lease and is not changed during the term of the lease unless the lessor and lessee agree to change the terms of the lease, at which point the classification is re-evaluated.
 
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the term of the lease. Lease incentives are recognised over the lease term on a straight line basis as a reduction in the rental expense.
 
2.9
Interest income
 
Interest income is recognised in profit or loss using the effective interest method.
 
2.10
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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
2
Accounting policies (continued)
 
2.11
Taxation
 
Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised in other comprehensive income or 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 reporting date in the countries where the Company operates and generates taxable income.
 
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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 reporting date.
 
2.12
Exceptional items
 
Exceptional items are transactions that fall within the operating activities of the Company but are identifiable as exceptional by virtue of their size, nature or incidence. They are presented separately on the face of the Statement of Comprehensive Income to enable a full understanding of the Company's underlying performance. Exceptional items in the current year principally comprise non-recurring professional and advisory costs incurred in connection with the admission of the Company's ultimate parent undertaking, The Beauty Tech Group plc, to the Main Market of the London Stock Exchange on 8 October 2025.
 
2.13
Intangible assets
 
Intangible assets are initially recognised at cost. Subsequently, they are measured using the cost model. Under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
 
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the life must not exceed 10 years.
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
2
Accounting policies (continued)
 
2.13
Intangible assets (continued)
 
Internally generated intangible assets (development expenditure) are only recognised if all of the criteria of FRS 102 paragraph 18.8H are met, including the technical feasibility of completion, the intention and ability of the Company to use or sell the asset, the probable generation of future economic benefits, the availability of adequate technical and financial resources, and the ability to measure reliably the expenditure attributable to the asset during its development. Expenditure that does not meet these criteria, and all expenditure incurred in the research phase, is expensed as incurred.
 
Amortisation is recognised so as to write off the cost of intangible assets less their residual values over their estimated useful lives on the following bases:
 
Patents and licences
-
10.00 %
straight line
 
 
 
 
Development expenditure
-
50.00%
straight line
 
 
 
 
Website costs
-
20.00 %
straight line
 
Amortisation of intangible fixed assets is charged to administrative expenses within the Statement of Comprehensive Income. The useful economic life of each class of intangible asset is reviewed at each reporting date and amended where appropriate, accounted for as a change in accounting estimate.
 
2.14
Tangible fixed assets
 
Tangible fixed assets are initially recognised at cost. Cost includes the purchase price and any costs 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.
 
Subsequently, tangible fixed assets are measured using the cost model. Under the cost model, tangible assets are measured at cost less any accumulated depreciation and any accumulated impairment losses.
 
All tangible fixed assets are considered to have a finite useful life.
 
Depreciation is calculated to allocate the depreciable amount of tangible fixed assets to their residual values over their estimated useful lives on the following bases:
 
Leasehold property improvements
-
10 %
straight line
 
 
 
 
Plant and equipment
-
20 %
straight line
 
 
 
 
Fixtures and fittings
-
20 %
straight line
 
 
 
 
Computers
-
20 %
straight line
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
2
Accounting policies (continued)
 
2.14
Tangible fixed assets (continued)
 
If factors such as a change in how an asset is used, technological advancement, or changes in market prices indicate that the residual value or useful life of an asset has changed since the most recent balance sheet date, the Company reviews its previous estimates and, if current expectations differ, amends the residual value, amortisation method or useful life, accounting for this as a change in an accounting estimate.
 
2.15
Impairment of fixed assets
 
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the asset may be impaired. Where any such indication exists, the carrying value of the asset (or the cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs).
 
Non-financial assets that have previously been impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased. Reversals of impairment are recognised in profit or loss in the period in which they arise.
 
2.16
Investments in subsidiaries
 
Investments in subsidiary undertakings are recognised at cost less any accumulated impairment losses. Loans to subsidiary undertakings are recognised initially at transaction price and are subsequently measured at amortised cost using the effective interest method, less any impairment.
 
At each reporting date, the Directors assess whether there are any indicators of impairment of the investments in, and amounts due from, subsidiary undertakings. Where such indicators exist, the recoverable amount of the investment or balance is estimated and, if lower than the carrying amount, an impairment loss is recognised in profit or loss.
 
2.17
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 determined on a first in, first out (FIFO) basis and includes the cost of purchase, inbound freight and duties, and any other costs directly attributable to bringing stocks to their present location and condition. Where applicable, finished goods include labour costs and attributable overheads.
 
At each reporting date, stocks are assessed for impairment. Where an item of stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell and the impairment loss is recognised immediately in profit or loss.
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
2
Accounting policies (continued)
 
2.18
Provisions
 
Provisions are recognised where the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the present value of the amounts expected to be required to settle the obligation, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision arising from the passage of time is recognised in finance costs.
 
2.19
Debtors
 
Short-term debtors are measured at transaction price, less any impairment. Loans receivable, including amounts due from group undertakings, are recognised initially at fair value, net of transaction costs, and are subsequently measured at amortised cost using the effective interest method, less any impairment.
 
2.20
Cash and cash equivalents
 
Cash and cash equivalents comprise cash on hand, demand deposits and short-term highly liquid investments that are readily convertible into known amounts of cash and are subject to an insignificant risk of changes in value.
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
2
Accounting policies (continued)
 
2.21
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.
 
Financial instruments are recognised when the Company becomes party to the contractual provisions of the instrument.
 
Financial assets and liabilities are offset, with 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 cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset 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.
 
Basic financial liabilities
 
Basic financial liabilities, including trade and other payables and amounts due to fellow group undertakings, are initially measured at transaction price (after deducting transaction costs), unless the arrangement constitutes a financing transaction, in which case the liability is initially measured at the present value of the future payments discounted at a market rate of interest. Basic financial liabilities are subsequently carried at amortised cost using the effective interest method.
 
Impairment of financial assets
 
Financial assets, other than those held at fair value through profit or loss, are assessed for indicators of impairment at each reporting date. Where there is objective evidence of impairment, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. Any subsequent reversal of an impairment loss is also recognised in profit or loss, to the extent that the revised carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised.
 
Derecognition
 
Financial assets are derecognised when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity. Financial liabilities are derecognised when, and only when, the Company's contractual obligations are discharged, cancelled or expire.
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
2
Accounting policies (continued)
 
2.22
Employee benefits and pensions
 
Short-term employee benefits, including wages, salaries, social security costs, paid annual leave and bonuses, are recognised as an expense in the period in which the related services are received from employees. A liability is recognised for the amount expected to be paid where there is a present legal or constructive obligation to pay the amount as a result of past service provided by the employee and the obligation can be estimated reliably.
 
The Company operates a defined contribution pension plan for its employees. Contributions payable to the Company's defined contribution pension plan are charged to profit or loss in the period to which they relate. The Company has no further payment obligations once the contributions have been paid.
 
2.23
Share-based payments
 
Certain employees of the Company participate in share-based payment arrangements that are settled in equity instruments of the Company's ultimate parent undertaking, The Beauty Tech Group plc. The cost of equity-settled share-based payments is recognised in profit or loss over the vesting period, with a corresponding entry to a capital contribution within equity, based on the fair value of the awards at the grant date. The capital contribution reflects the recharge of share-based payment costs from the ultimate parent undertaking to the Company in respect of awards made to the Company's employees.
 
In accordance with the disclosure exemption available to qualifying entities under FRS 102 paragraph 1.12(d), the Company has not presented all of the disclosures required by paragraphs 26.18(b), 26.19 to 26.21 and 26.23 of FRS 102 because the share-based payment arrangements concern equity instruments of another group entity and the equivalent information is included in the consolidated financial statements of The Beauty Tech Group plc.
 
2.24
Share capital and reserves
 
Ordinary shares are classified as equity. Equity instruments issued by the Company are recorded at the fair value of the proceeds received, net of direct transaction costs. The share premium account represents the excess of the issue price over the nominal value of shares issued. The profit and loss reserve represents cumulative profits and losses, net of distributions to and from owners. The capital contribution reserve represents the cumulative recharge of share-based payment costs from The Beauty Tech Group plc to the Company.
 
Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
 
3
Judgements and critical estimates
 
Judgements in applying accounting policies and key sources of estimation uncertainty
 
In preparing these financial statements, the Directors have made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. 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 and in any future periods affected. The judgements and estimates which the Directors consider to have the most significant effect on the amounts recognised in the financial statements are set out below.
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
3
Judgements and critical estimates (continued)
 
Critical judgements in applying the Company's accounting policies
 
Capitalisation of internally generated intangible assets
The Directors apply judgement in determining whether internally generated development expenditure meets the criteria for capitalisation set out in FRS 102 paragraph 18.8H. In particular, judgement is required in assessing the technical feasibility of completing the project, the intention and ability of the Company to use or sell the resulting asset, the probable future economic benefits that the asset will generate, the availability of adequate technical and financial resources to complete the project, and the ability to measure reliably the expenditure attributable to the asset during its development. Expenditure that does not meet these criteria, and all expenditure incurred in the research phase, is expensed as incurred. The carrying value of internally generated development expenditure at the reporting date was £2,023,094 (2024: £2,295,186).
 
Identification and presentation of exceptional items
The Directors exercise judgement in determining whether items of income or expense are exceptional by virtue of their size, nature or incidence. Items so identified are presented separately on the face of the Statement of Comprehensive Income to enable a full understanding of the Company's underlying performance. During the year, exceptional administrative expenses of £8,020,739 (2024: £1,544,627) were recognised, comprising non-recurring professional and advisory costs incurred in connection with the admission of the Company's ultimate parent undertaking, The Beauty Tech Group plc, to the Main Market of the London Stock Exchange on 8 October 2025.
 
Recoverability of investments in, and amounts due from, subsidiary undertakings
At each reporting date the Directors assess whether there are any indicators of impairment of the Company's investments in, and loans to, subsidiary undertakings. Where such indicators exist, the recoverable amount is estimated by reference to the trading performance, forecast cash flows and net assets of the subsidiary in question. At 31 December 2025 the Company held investments in subsidiary undertakings with a carrying value of £5,542,522 (2024: £5,541,653) and loans to subsidiary undertakings of £5,953,458 (2024: £6,861,255). Having considered the underlying trading performance and net asset position of each subsidiary, the Directors have concluded that no impairment is required at the reporting date.
 
Indicators of impairment of tangible and intangible fixed assets
The Directors assess, at each reporting date, whether there is any indication that the carrying value of the Company's tangible or intangible fixed assets may not be recoverable. Where such indicators exist, the recoverable amount of the asset (or of the cash-generating unit to which the asset belongs) is estimated and, if lower than the carrying amount, an impairment loss is recognised. The carrying value of intangible fixed assets at the reporting date was £4,492,558 (2024: £3,323,550) and the carrying value of tangible fixed assets was £1,965,583 (2024: £324,074). No indicators of impairment were identified at the reporting date.
 
Key sources of estimation uncertainty
 
Useful economic lives of intangible and tangible fixed assets
The annual amortisation and depreciation charges depend on the estimated useful economic lives attributed to each class of asset and the related residual values. The Directors review and amend these estimates at each reporting date if appropriate, accounted for as a change in accounting estimate. The depreciation and amortisation rates applied are set out in notes 2.13 and 2.14. A change to the estimated useful life or residual value of an asset class would result in a corresponding change to the annual amortisation or depreciation charge. The net book values of intangible and tangible fixed assets at the reporting date were £4,492,558 (2024: £3,323,550) and £1,965,583 (2024: £324,074) respectively.
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
3
Judgements and critical estimates (continued)
 
Net realisable value of stocks
Stocks are stated at the lower of cost and net realisable value. The Directors apply judgement in assessing the appropriate provision required to write down the carrying amount of stocks where these are slow-moving, obsolete or no longer expected to be sold above cost. The assessment requires estimation of expected future selling prices, costs to complete and sell, and the timing and probability of sale. At the reporting date, stocks totalled £18,271,945 (2024: £11,469,008), comprising raw materials and consumables of £1,476,431 (2024: £nil) and finished goods of £16,795,514 (2024: £11,469,008). The gross carrying value of stocks is £20,548,296 (2024: £12,915,351) and the provision against stock is £2,276,351 (2024: £1,446,343).
 
Retail returns and warranty provisions
The Company recognises provisions for the estimated future cost of returns and warranty claims arising from sales made during the year. The provisions are calculated by reference to historical return and warranty claim rates by channel, the volume of sales made in the period prior to the reporting date and the expected timing of returns. A change in the estimated return or claim rate would result in a corresponding change to revenue and cost of sales recognised in the year. At the reporting date, the Company held a retail returns provision of £2,464,879 (2024: £nil) covering expected returns within the retail channel, and a returns and warranty provision of £3,058,675 (2024: £2,025,264) covering expected direct-to-consumer returns and product warranty claims. Further detail is set out in note 21.
 
Recoverability of deferred tax balances
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. The Directors assess the probability of recovery by reference to forecast taxable profits and the timing of expected reversal of temporary differences. At the reporting date, the Company recognised a net deferred tax liability of £397,632 (2024: £137,143).
 
4
Turnover
 
The whole turnover is attributable to the principal activity of the Company.
 
The analysis of turnover by geographical market has not been given as in the opinion of the Directors such disclosure would be seriously prejudicial to the interests of the Company.
 
5
Exceptional items
 
 
2025
2024
 
£
£
 
 
 
Administrative expenses - non-recurring
8,020,739
1,544,627
 
Exceptional expenditure relates to deal fees in connection with exploring a potential private equity acquisition and IPO-related advisory services, redundancy costs relating to strategic decisions to reduce in-house manufacturing and legal fees relating to trademark disputes and misrepresentation matters and is therefore considered non-recurring in nature.
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
6
Other operating income
 
 
2025
£
2024
£
Management income
100,383
103,648
Rental income
53,387
34,137
R&D tax credits
441,000
-
Movement on forward contract
246,501
-
 
841,271
137,785
 
R&D tax credits comprise the above-the-line R&D Expenditure Credit (RDEC) claimed under section 1054 Corporation Tax Act 2009 in respect of qualifying research and development expenditure undertaken by the Company. The credit is recognised as Other operating income in accordance with the Company's accounting policy.
 
Management income represent amounts charged by the Company to Project Glow Bidco Limited, a fellow group undertaking, in respect of advisory and management services provided during the year.
 
Rental income represents amounts receivable in respect of the sub-letting of part of the Company's warehouse premises (Site D6) to a third party operator under a short-term arrangement during the year.
 
7
Employees
 
 
2025
£
2024
£
Wages and salaries
9,099,317
6,700,915
Social security costs
1,299,691
708,224
Cost of defined contribution scheme
143,733
108,333
Share-based payment charge
260,419
405,514
 
10,803,160
7,922,986
 
The average monthly number of employees, including the Directors, during the year was as follows:
 
 
2025 No.
2024 No.
Marketing
92
70
Customer Service
31
26
Development
5
5
Finance
15
8
Operational
53
34
 
196
143
 
8
Directors' remuneration
 
 
2025
£
2024
£
Directors' emoluments
2,395,380
2,208,530
Company contributions to defined contribution pension schemes
3,963
3,963
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
8
Directors' remuneration (continued)
 
 
2025
2024
 
£
£
 
2,399,343
2,212,493
 
During the year retirement benefits were accruing to 3 Directors (2024: 3) in respect of defined contribution pension schemes.
 
During the year, the share-based payment charge in respect of Directors' participation in the Group's equity-settled share schemes was £250,870 (2024: £347,255). No new shares or share awards were granted to Directors during the year in The Beauty Tech Group Trading Limited (2024: nil).
 
The highest paid Director received remuneration of £1,029,698 (2024: £897,197).
 
The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2024: £1,321).
 
9
Operating profit
 
The operating profit is stated after charging/(crediting):
 
Description
2025
£
2024
£
Exchange differences
1,025,433
213,400
Research and development costs
131,519
27,244
(Profit)/loss on disposal of fixed assets
24,591
 
Fees payable to the Company's auditor for the audit of the Company's financial statements
221,250
165,000
Depreciation of owned tangible fixed assets
213,226
102,667
Amortisation of intangible assets
2,069,124
1,471,291
Operating lease rentals
2,233,296
442,820
 
Fees paid to the Company's auditor for services other than the statutory audit of the Company are not disclosed in The Beauty Tech Group Trading Limited's accounts since the consolidated accounts of The Beauty Tech Group plc are required to disclose non-audit fees on a consolidated basis.
 
10
Other interest receivable and similar income
 
 
2025
£
2024
£
Dividend reinvestment
92,711
-
 
11
Interest payable and similar expenses
 
 
2025
2024
 
£
£
Interest on bank overdrafts and loans
 
940,647
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
11
Interest payable and similar expenses (continued)
 
 
2025
£
2024
£
Interest payable to group undertakings
469,486
564,050
 
469,486
1,504,697
 
12
Taxation
 
 
2025
£
2024
£
Corporation tax
 
 
UK Corporation tax on profits for the year
5,646,165
4,049,977
Adjustments in respect of prior periods
(130,306)
17,293
Total current tax
5,515,859
4,067,270
Deferred tax
 
 
Origination and reversal of timing differences
125,944
(32,305)
Adjustment in respect of prior periods
134,545
3,660
Total deferred tax
260,489
(28,645)
Tax on Profit
5,776,348
4,038,625
 
Factors affecting the tax charge for the year
The tax assessed for the year is higher than the standard rate of corporation tax in the United Kingdom of 25.00% (2024: also higher than the 25.00% standard rate). The differences are reconciled below.
 
Reconciliation of tax charge
 
 
2025
£
2024
£
Profit/loss before tax
20,704,926
15,635,383
Profit/loss multiplied by the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
5,176,232
3,908,846
Effects of:
 
 
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,619,259
443,874
Fixed asset differences
23,700
4,502
Adjustment to tax charge in respect of prior periods
4,239
20,953
Group relief surrendered
(1,047,082)
(339,550)
Total tax charge for the year
5,776,348
4,038,625
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
12
Taxation (continued)
 
Group relief
During the year the Company claimed trading losses of £4,040,541 (2024: £1,358,200) and brought-forward losses of
£147,789 (2024: £nil) as group relief from fellow group undertakings, for nil consideration.
 
Factors affecting the future tax charge
Following the admission of the Company's ultimate parent undertaking, The Beauty Tech Group plc, to the Main Market of the London Stock Exchange on 8 October 2025, the proceeds of the listing were used to repay external Group bank borrowings and loan notes in full. The associated reduction in finance costs and the absence of further IPO-related professional fees are expected to reduce the Company's effective tax rate in future periods.
 
No changes to the standard UK rate of corporation tax of 25% are currently substantively enacted. Should the rate change in future, deferred tax balances would be remeasured at the new rate to the extent that they are expected to reverse after the rate change becomes substantively enacted.
 
13
Intangible assets
 
 
Patents and
Product
 
 
 
licences
development
Website costs
Total
 
£
£
£
£
Cost
 
 
 
 
At 1 January 2025
131,643
3,307,857
4,019,938
7,459,438
Additions
95,194
2,141,581
1,001,357
3,238,132
At 31 December 2025
226,837
5,449,438
5,021,295
10,697,570
Amortisation and impairment
 
 
 
 
At 1 January 2025
(28,807)
(2,007,362)
(2,099,719)
(4,135,888)
Charge for the year
(23,710)
(1,316,186)
(729,228)
(2,069,124)
At 31 December 2025
(52,517)
(3,323,548)
(2,828,947)
(6,205,012)
Net book value
 
 
 
 
At 31 December 2025
174,320
2,125,890
2,192,348
4,492,558
At 31 December 2024
102,836
1,300,495
1,920,219
3,323,550
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
14
Tangible fixed assets
 
 
Leasehold
 
 
 
 
 
property
Plant and
Fixtures and
 
 
 
improvements
equipment
fittings
Computers
Total
 
£
£
£
£
£
Cost
 
 
 
 
 
At 1 January 2025
83,375
7,705
474,217
261,731
827,028
Additions
1,786,711
12,945
20,647
59,023
1,879,326
Disposals
(36,228)
(1,750)
(340,909)
(45,449)
(424,336)
At 31 December 2025
1,833,858
18,900
153,955
275,305
2,282,018
Depreciation and impairment
 
 
 
 
 
At 1 January 2025
(26,052)
(3,262)
(338,492)
(135,148)
(502,954)
Charge for the year on owned assets
(87,053)
(2,738)
(82,414)
(41,021)
(213,226)
Disposals
20,086
1,750
340,909
37,000
399,745
At 31 December 2025
(93,019)
(4,250)
(79,997)
(139,169)
(316,435)
Net book value
 
 
 
 
 
At 31 December 2025
1,740,839
14,650
73,958
136,136
1,965,583
At 31 December 2024
57,323
4,443
135,725
126,583
324,074
 
15
Fixed asset investments
 
 
Investments in
subsidiaries
Loans to
subsidiaries
Total
 
£
£
£
Cost or valuation
 
 
 
At 1 January 2025
5,541,653
6,861,255
12,402,908
Additions
869
84,107
84,976
Reclassification to current debtors
-
(991,904)
(991,904)
At 31 December 2025
5,542,522
5,953,458
11,495,980
 
 
 
 
Net book value
 
 
 
At 31 December 2025
5,542,522
5,953,458
11,495,980
At 31 December 2024
5,541,653
6,861,255
12,402,908
 
During the year, a loan of £991,904 previously due from The Beauty Tech Group TBTG PTE. Limited was reclassified from loans to subsidiaries to amounts owed by group undertakings within current debtors (see note 17). The reclassification reflects a change in the terms of the balance: the loan was previously unsecured, repayable on demand and interest-bearing at 10%, and is now unsecured, interest-free and repayable on demand. The Directors expect the balance to be settled within twelve months of the reporting date. The balance has not been impaired.
 
The £5,953,458 represents the balance remaining within loans to subsidiaries following the £991,904 reclassification described above. The loan balance is unsecured, repayable on demand and interest is charged at 10%. While legally repayable on demand, the Directors have no current intention to recall the loans within 12 months of the reporting date.
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
15
Fixed asset investments (continued)
 
Subsidiary undertakings
 
The following were subsidiary undertakings of the Company:
 
Name
Registered office
Class of shares
Beauty Tech Group Inc (formerly ZIIP Inc)*
2
Ordinary
Aesthete Holding Corporation*
2
Ordinary
The Beauty Tech Group B.V.*
3
Ordinary
Beauty Tech Group LLC*
4
Ordinary
The Beauty Tech Group HK Limited*
5
Ordinary
The Beauty Tech Group TBTG PTE. Limited*
6
Ordinary
The Beauty Tech Group (Shanghai) Limited*
7
Ordinary
Beauty Tech Group India Private Limited*
8
Ordinary
Currentbody Skin Ltd*
1
Ordinary
Tria Laser Inc*
2
Ordinary
The Beauty Tech Group Japan Godo Kaisha*
9
Ordinary
 
* - indirectly held
 
Registered office addresses:
 
1.
Suite 3f1, Glasshouse, Congleton Road, Nether Alderley, Macclesfield, Cheshire, England, SK10 4ZE
2.
251 Little Falls Drive, Wilmington, DE, New Castle, 19808
3.
Verlengde Poolseweg 14, 4818 CL, Breda, Netherlands
4.
1925 Lovering Ave, Wilmington, DE, New Castle, 19806
5.
22/F 3 Lockhart Road, Wanchai, Hong Kong
6.
160 Robinson Road, #25-07, Singapore Business Federation Center, Singapore, 068914
7.
5/F Xinyan Building B 65 Guiqing Road, Shanghai, 200233, PRC
8.
4th Floor, Durga Towers, CoKarma Co Working Space, Begumpet, Secunderabad, Hyderabad- 500016, Telangana
9.
#9F Tokyo Akasaka Horitsu jimusho nai,Shiroyama Trust Tower, 4-3-1, Toranomon, Minato-ku, Tokyo-to, Japan, 105-0001
 
16
Stocks
 
 
2025
£
2024
£
Raw materials and consumables
1,476,431
-
Finished goods and goods for resale
16,795,514
11,469,008
 
18,271,945
11,469,008
 
At the balance sheet date, the total provision held against stocks was £2,276,351 (2024: £1,446,343), comprising £1,587,726 (2024: £1,446,343) against finished goods and £688,625 (2024: £nil) against raw materials. The gross carrying value of stocks before provision was £20,548,296 (2024: £12,915,351).
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
17
Debtors
 
 
2025
£
2024
£
Due within one year
 
 
Trade debtors
6,362,146
3,805,778
Amounts owed by group undertakings
19,149,311
4,680,430
Amounts owed by related parties
-
28,345
Other debtors
9,415,096
9,468,901
Prepayments and accrued income
827,814
369,806
Forward currency debtor
-
111,661
 
35,754,367
18,464,921
 
At 31 December 2024, the Company recognised £28,345 within amounts owed by related parties in respect of a balance due from eComplete SPV Limited, which was at that date a related party of the Company but not a member of the consolidated group headed by Project Glow Topco Limited. Following the group reorganisation completed on 3 October 2025 (see note 30), eComplete SPV Limited became a wholly-owned subsidiary of The Beauty Tech Group plc, the Company's ultimate parent undertaking, and is now a fellow group undertaking. The balance due from eComplete SPV Limited at 31 December 2025 of £107,530 is therefore presented within amounts owed by group undertakings.
 
18
         
Creditors: amounts falling due within one year
 
 
2025
2024
 
£
£
Bank loans
-
70,926
Trade creditors
10,623,956
9,421,229
Amounts owed to group undertakings
38,065,007
13,979,707
Corporation tax
224,916
3,955,041
Other taxation and social security
6,321,104
3,824,115
Other creditors
1,189,509
204,323
Accruals and deferred income
12,481,642
4,779,919
 
68,906,134
36,235,260
 
A loan of £6,643,709 was made to the Company in November 2021. The loan is unsecured, repayable on demand and interest is charged at 4%. At 31 December 2025, the balance of the loan, including interest charged in the year of
£300,767 (2024: £289,976) stood at £7,819,949 (2024: £7,519,182).
 
All other amounts owed to group undertakings are unsecured, repayable on demand and interest free.
 
Bank loans of £70,926 were repaid in January 2025. Interest on bank loans was charged at rates between 0.7% and 4.2%.
 
The prior year bank loan was secured over the property lease and the CurrentBody trademark held by the Company; the security was released following repayment in January 2025.
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
19
Financial instruments
 
The carrying values of the Company's financial assets and liabilities measured at fair value through profit or loss are summarised by category below:
 
Financial assets/(liabilities)
2025
£
2024
£
Financial assets/(liabilities) measured at fair value through profit or loss
(1,509)
111,661
 
The Company's gains and losses in respect of financial instruments are summarised below:
 
Fair value gain/(loss)
2025
£
2024
£
Financial assets/(liabilities) measured at fair value through profit or loss
(1,509)
111,661
 
Financial assets and liabilities measured at fair value through the Statement of Comprehensive Income comprise foreign exchange forward contracts. These are valued at their contract rate compared to the exchange rate at the year end.
 
The Company enters into forward foreign currency contracts to mitigate the exchange rate risk on USD.
 
20
Deferred taxation
 
 
2025
£
At 1 January 2025
(137,143)
Charged to profit or loss
(260,489)
At 31 December 2025
(397,632)
 
The provision for deferred taxation is made up as follows:
 
 
2025
2024
 
£
£
Accelerated capital allowances
397,714
137,143
Short term timing differences
(82)
-
 
397,632
137,143
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
20
Deferred taxation (continued)
 
Basis of measurement and explanatory information
The deferred tax balance has been measured at 25%, being the standard rate of UK corporation tax enacted at the reporting date. The balance arises principally from temporary differences between the net book value of tangible and intangible fixed assets and their tax written down values, reflecting capital allowances and intangible fixed asset deductions claimed in excess of accounting depreciation and amortisation.
 
During the year, the Company recognised an adjustment in respect of prior periods of £134,545 (2024: £3,660) within the deferred tax charge to the Statement of Comprehensive Income. The adjustment relates to the refinement of opening deferred tax balances on fixed asset timing differences following the completion of the prior year corporation tax return and is treated as a change in accounting estimate under FRS 102 Section 10. Comparative information has not been restated.
 
There are no unrecognised deferred tax assets at the reporting date (2024: £nil).
No changes to the standard rate of UK corporation tax of 25% are currently substantively enacted. Should the rate change in future periods, the closing deferred tax balance would be remeasured at the new rate to the extent that the underlying temporary differences are expected to reverse after the rate change becomes substantively enacted.
 
21
Provisions
 
 
 
 
Returns &
 
 
Replacement
Retail returns
warranty
 
 
stock provision
provision
provision
Total
 
£
£
£
£
At 1 January 2025
-
-
2,025,264
2,025,264
Charged to profit or loss
49,838
2,464,879
2,305,211
4,819,928
Utilised in year
-
-
(1,271,800)
(1,271,800)
At 31 December 2025
49,838
2,464,879
3,058,675
5,573,392
 
The Company provides up to a 24-month warranty on certain products sold during the reporting year. The warranty covers defects in materials and manufacture under normal use and is recognised as a provision in the financial statements based on the Company’s past experience and expected costs of fulfilling these obligations.
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
22
Share capital
 
Allotted, called up and fully paid
2025
£
2024
£
 
 
 
4,101 (2024: 4,101) Ordinary A1 and A2 voting shares of £0.01 each
41
41
4,382 (2024: 4,382) Ordinary B1 and B2 voting shares of £0.01 each
44
44
100 (2024: 100) Ordinary C non voting shares of £1.00 each
100
100
100 (2024: 100) Ordinary D non voting shares of £1.00 each
100
100
1,765 (2024: 1,765) Ordinary E voting shares of £0.01 each
18
18
1 (2024: 1) Ordinary F voting share of £1.00
1
1
3,942 (2024: 3,942) Ordinary G voting shares of £0.01 each
39
39
527 (2024: 527) Ordinary H voting shares of £0.01 each
5
5
1,577 (2024: 1,577) Ordinary I voting shares of £0.01 each
16
16
3,154 (2024: 3,154) Ordinary J1, J2A and J2B voting shares of £0.01 each
32
32
 
396
396
 
The Company holds Ordinary A1, A2, B1, B2, C, D, E, F, G, H, I, J1, J2A and J2B shares. Not all classes of shares hold voting rights or have an equal right to dividend and capital distribution. The Ordinary C and D shares are non-voting and do not hold the right to participate in any dividend.
 
A1 and A2 shares hold the same rights. B1 and B2 shares hold the same rights. J1, J2A and J2B shares all hold the same rights.
 
23
Reserves
 
Called up share capital
 
The called up share capital represents the nominal value of shares issued.
 
Share premium
 
Consideration received for shares issued above their nominal value net of transaction costs.
 
Capital contribution reserve
 
The capital contribution reserve represents the deemed capital contribution recognised in respect of share-based payment awards granted by the ultimate parent undertaking to employees of the Company in accordance with note 24.
 
Profit and loss account
 
Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
24
Share-based payments
 
During a prior period, certain employees purchased C Ordinary and D Ordinary shares in the Group. The shares were issued by Project Glow Topco Limited to certain employees of the Group. The shares are treated as equity settled share-based payment arrangements.
 
The C Ordinary shares vest on a number of criteria over a graded variable period following issue. The vesting conditions include the requirement for employees to continue in employment for either a specified period or until an exit event.
 
The D Ordinary shares vest on a number of criteria over a graded variable period following issue. The vesting conditions include the requirement for employees to continue in employment for either a specified period or until an exit event. Some D Ordinary shares include EBITDA related vesting conditions.
 
Please refer to the Articles of Association of Project Glow Topco Limited for further detail of the vesting conditions attached to C Ordinary and D Ordinary shares.
 
Some employees provide their services to multiple group entities. The share based payment expenses were allocated on a time spent basis to relevant group entities receiving the benefit of these employment services.
 
The fair value of the growth shares granted during the year is determined using the Monte-Carlo simulation model. The model is internationally recognised as being appropriate to value similar employee share schemes, and it was deemed that this approach would result in a materially accurate estimate of the fair value. The following assumptions were used:
 
 
2025
2024
Risk Free Rate
0.44% - 4.78%
0.44% - 4.78%
Volatility
44.29% - 53.05%
44.29% - 53.05%
Dividend Yield
0.00%
0.00%
 
25
Financial commitments, guarantees and contingent liabilities
 
In the prior year, the Company had granted a fixed and floating charge over its assets in support of the bank loan of a fellow group undertaking. The balance of the loan at 31 December 2024 was £11,515,424. The fixed and floating charge was released in connection with the IPO repayment in October 2025 and no security existed at 31 December 2025.
 
Following the admission of the Company's ultimate parent undertaking, The Beauty Tech Group plc, to the Main Market of the London Stock Exchange on 8 October 2025, the proceeds of the listing were used to repay all of the Group's external bank borrowings, loan notes and preference share liabilities in full. The fixed and floating charge over the Company's assets was released in connection with that repayment. The Company had no external bank borrowings, and no security had been granted over the Company's assets, at the reporting date (2024: charge in place over a bank loan of £11,515,424).
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
26
Commitments under operating leases
 
At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
 
Description
2025
£
2024
£
Not later than 1 year
452,380
364,826
Later than 1 year and no later than 5 years
2,041,426
1,007,704
Later than 5 years
2,048,847
900,217
 
4,542,653
2,272,747
 
27
Post balance sheet events
 
On 25 March 2026, the Company entered into a new £12.5 million unsecured trade finance facility with Santander UK plc. The facility is available to support the Group's working capital requirements. This represents a non-adjusting event after the reporting date and, accordingly, no adjustments have been made to these financial statements.
 
Other than as set out above, there have been no events subsequent to 31 December 2025 that require adjustment or disclosure in these financial statements.
 
28
Related party transactions
 
McGrath Consultants Limited is a company related to the Company by common directorship through M A McGrath, who resigned as a director on 19 August 2025. There were no transactions with the Company during the year ended 31 December 2025 prior to the date of resignation (year ended 31 December 2024: £Nil) and no outstanding balances at 31 December 2025 (31 December 2024: £Nil).
 
eComplete Growth Limited, a company related by common directorship, has made transactions during the year with the Company. Purchases of £354,870 (year ended 31 December 2024: £434,240) have been made, as well as payments of
£412,665, to leave a balance outstanding of £Nil (31 December 2024: £45,356) at the year end included within trade creditors.
 
Thakral China Ltd, a company related by common ownership, was owed £Nil at the year end (31 December 2024:
£17,112).
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
28
Related party transactions (continued)
 
During April 2025, the Group entered into a new senior debt facility of £25.0m with Santander UK plc. Proceeds from this facility were used, in part, to repay amounts outstanding in respect of related party loan notes held above the Company at Project Glow Midco Limited level. The Company had no direct obligations in respect of these loan notes (31 December 2024: £Nil).
 
On 3 October 2025, The Beauty Tech Group plc completed an initial public offering and was inserted as the new ultimate parent of the Group above the existing structure. The Company’s immediate parent undertaking remains Project Glow Bidco Limited and its ultimate parent undertaking is The Beauty Tech Group plc (31 December 2024: eComplete SPV Limited). Further details of the group reorganisation are set out in note 30 (Controlling party).
 
The Company has taken advantage of the exemption available under Section 33 paragraph 33.1A of FRS 102 not to disclose transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
 
29
Directors' transactions
 
The following advances and credits to directors subsisted during the year ended 31 December 2025 and the year ended 31 December 2024.
 
A M Showman
Balance owing to the director at the start of the year £Nil (2024: £Nil)
Amounts advanced £Nil (2024: £Nil)
Amounts repaid £Nil (2024: £Nil)
Balance owing to the director at the end of the year £Nil (2024: £Nil)
 
L M Newman
Balance owing by the director at the start of the year £2,156,932 (2024: £6,932)
Amounts advanced £Nil (2024: £2,150,000)
Amounts repaid £2,156,932 (2024: £Nil)
Balance owing by the director at the end of year £Nil (2024: £2,156,932)
 
S N Glynn
Balance owing by the director at the start of the year £600,000 (2024: £Nil)
Amounts advanced £Nil (2024: £600,000)
Amounts repaid £600,000 (2024: £Nil)
Balance owing by the director at the end of the year £Nil (2024: £600,000)
 
No interest was charged on the balances above. There were no other advances, credits or guarantees granted by the Company to or for the benefit of its Directors during the year (2024: £Nil).
The Beauty Tech Group Trading Limited
 
Notes To The Financial Statements
For The Year Ended 31 December 2025
 
30
Controlling party
 
The immediate parent undertaking is Project Glow Bidco Limited. The registered office is Suite 3f1, Glasshouse, Congleton Road, Nether Alderley, Macclesfield, Cheshire, United Kingdom, SK10 4ZE.
 
The ultimate parent undertaking is The Beauty Tech Group plc, a public limited company registered in England and Wales. The Beauty Tech Group plc was incorporated on 29 July 2025 and was inserted above the existing group structure, including Project Glow Topco Limited (which was the ultimate parent undertaking in the prior year), as part of a group reorganisation on 3 October 2025 undertaken in connection with the admission of The Beauty Tech Group plc to the Main Market of the London Stock Exchange on 8 October 2025. The Beauty Tech Group plc is the parent of the largest and smallest group for which consolidated financial statements are drawn up that incorporate this entity and copies can be obtained from its registered office above.
 
No single shareholder has the ability to control The Beauty Tech Group plc and, accordingly, the Directors consider there to be no ultimate controlling party.