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Registered number: 13677158
Project Glow Bidco Limited
Directors' Report and Financial Statements
For The Year Ended 31 December 2025
Project Glow Bidco Limited

Company Information | 2
Strategic Report | 3 - 4
Directors' Report | 5 - 6
Directors' Responsibilities Statement | 7
Audit Report | 8 - 11
Statement of Comprehensive Income | 12
Statement of Financial Position | 13
Statement of Changes in Equity | 14
Notes To The Financial Statements | 15 - 24

Company Information
Directors
S N Glynn
L M Newman (appointed 24-09-2025)
R W Codd (resigned 24-09-2025)
M A McGrath (resigned 19-08-2025)
C R Waters (resigned 24-09-2025)
Company secretaries
S F Clayton (appointed 24 September 2025)
Alter Domus (UK) Limited (resigned 24 September 2025)
Registered number
13677158
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
Project Glow Bidco Limited
Strategic Report
For The Year Ended 31 December 2025
Introduction
The directors present the Strategic Report for the year ended 31 December 2025.
Principal activity
The principal activity of the Company is that of a holding company with an investment in the trading entity of The Beauty Tech Group Trading Limited.
Fair review of the business
The Company had a loss before tax of £4,358k (2024 - £4,603k), in relation to administrative expenses and interest payable on outstanding loan balances.
At the year end, the Company had net current liabilities of £50.4m (2024 - £34.9m) and net liabilities of £6.4m (2024 -
£2.0m). Net current liabilities result from group balances, which the directors have confirmed will not be called upon for repayment unless the Company is in a position to do so.
The movement in net assets and liabilities primarily reflects the interest accruing on intercompany loan balances and preference shares. The performance for the year and statement of financial position is as expected and the entity will continue to operate as a holding company over the coming year.
The directors do not utilise key performance indicators to monitor the business.
Principal risks and uncertainties
The Company's main risk and uncertainty is the successful performance of the trading subsidiaries. Management have reviewed the position of the subsidiaries and considered their current and forecast performance, which does not appear to present a significant risk for the Company.
The principal risks of the Company are as follows:
Interest rate risk
The Company is exposed to interest rate risk as it has long term loan debt. The Board has managed this risk primarily through a fixed interest arrangement and has allowed for fluctuations in interest rates in its cashflow forecasts.
Liquidity risk
The liquidity risk associated with the intercompany debtor due from The Beauty Tech Group Trading Limited (formerly The Beauty Tech Group Limited) is mitigated by the Company's financial standing and repayment ability. However, the recoverability remains subject to a liquidity event.
Project Glow Bidco Limited
Strategic Report
For The Year Ended 31 December 2025
Section 172 Statement: Directors' Duties and Financial Oversight
The directors of Project Glow Bidco 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 a financial holding entity, our primary role is to manage debt and financial risk strategically. In carrying out our responsibilities, we have addressed the key aspects outlined in Section 172(1), focusing on the following:
•
Long-Term Financial Management:
Our primary duty is the prudent and effective management of the Company’s debt. This involves structuring and overseeing external debt to ensure financial stability and to support the underlying operational entities within our structure, particularly The Beauty Tech Group Trading Limited (formerly The Beauty Tech Group Limited). Our strategic financial decisions are aimed at bolstering the group’s long-term financial health and resilience.
•
Governance and Compliance:
We strictly adhere to regulatory and compliance standards, ensuring all financial activities are conducted transparently and in line with both national and international regulations. This governance framework underpins our operational integrity and accountability.
As a financial entity, our direct impact on the community and environment is inherently limited; however, we support the group’s broader initiatives in these areas through responsible financial practices that enable sustainable business operations across the group.
In summary, our actions and strategic decisions are carefully aligned to support the financial stability and success of the Company, with a keen focus on long-term viability and integrity in all our financial dealings.
This report was approved by the board and signed on its behalf:
S N Glynn
Director
26 June 2026
Project Glow Bidco Limited
Directors' Report
For The Year Ended 31 December 2025
The Directors present their annual report together with the audited financial statements for the year ended 31 December 2025.
Directors
The Directors who served during the year:
S N Glynn
L M Newman (appointed 24 September 2025) R W Codd (resigned 24 September 2025)
M A McGrath (resigned 19 August 2025) C R Waters (resigned 24 September 2025)
Results and dividends
The loss for the year, after taxation, amounted to £4,357,574 (2024 - £4,603,305).
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Post balance sheet events
There have been no significant events affecting the Group since the reporting date.
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.
Future developments
The Company continues to operate as a holding company and as such we do not consider there to be any significant future developments to note.
Engagement with suppliers, customers and others in a business relationship
The Directors of Project Glow Bidco Limited, which serves as a holding company for external loans, have emphasised the importance of building and maintaining strong relationships with all stakeholders, including financial partners and internal teams. Through regular reviews and strategic discussions with financial partners, the Company has ensured the reliability and efficiency of its financial structure, which is vital for supporting the group's operations. Additionally, the Directors have engaged with financial partners to secure necessary funding, supporting the group’s strategic initiatives. These actions have influenced principal decisions, such as optimising financial logistics and investing in new technologies, which have bolstered the Company’s capability to achieve its strategic objectives.
The Company has no employees other than the directors and accordingly no employee engagement disclosures are required.
Project Glow Bidco Limited
Directors' Report
For The Year Ended 31 December 2025
Political contributions
Neither the Company nor any of its subsidiaries made any political donations or incurred any political expenditure during the year (2024: £nil).
Matters covered in the Strategic Report
Financial risk management objectives and information on exposure to risk, to the extent that they are relevant, have been considered in the Strategic Report.
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 Directors have taken all the steps that ought to have been taken as a Directors 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, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.
Under section 487(2) of the Companies Act 2006, RSM UK Audit LLP will be deemed to have been reappointed 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.
This report was approved by the board and signed on its behalf:
S N Glynn
Director
Date: 26 June 2026
Project Glow Bidco Limited
Directors' Responsibilities Statement
For The Year Ended 31 December 2025
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
•
select suitable accounting policies for the Company's financial statements and then apply them consistently;
•
make 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.
Project Glow Bidco Limited
Independent Auditor's Report To The Members of Project Glow Bidco Limited
Opinion
We have audited the financial statements of Project Glow Bidco 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 notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 loss for the year then ended;
•
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.
Project Glow Bidco Limited
Independent Auditor's Report To The Members of Project Glow Bidco Limited
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
•
the Strategic Report and 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 7, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Project Glow Bidco Limited
Independent Auditor's Report To The Members of Project Glow Bidco Limited
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which the audit was considered capable of detecting irregularities, including fraud
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-compliances 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.
Project Glow Bidco Limited
Independent Auditor's Report To The Members of Project Glow Bidco 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 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
Project Glow Bidco Limited
Statement of Comprehensive Income
For The Year Ended 31 December
2025

| Note | 2025 £ | 2024 £
Administrative expenses |  | (257,649) | (170,107)
Other operating income | 4 | 108,000 | 108,000
Operating Loss |  | (149,649) | (62,107)
Interest receivable and similar income | 8 | 300,767 | 289,976
Interest payable and similar expenses | 9 | (4,508,692) | (4,831,174)
Loss before tax |  | (4,357,574) | (4,603,305)
Tax on Loss | 10 | - | -
Loss for the financial year |  | (4,357,574) | (4,603,305)

The notes on pages 15 to 24 form part of these financial statements.
Project Glow Bidco Limited
Registered number: 13677158
Statement of Financial Position
As At 31 December 2025

| Note | 2025 £ | 2025 £ | 2024 £ | 2024 £
Fixed assets |  |  |  |  |
Investments | 11 | - | 51,447,508 | - | 51,146,741
|  | - | 51,447,508 | - | 51,146,741
Current assets |  |  |  |  |
Debtors | 12 | 20,789 | - | 300,000 | -
Cash at bank and in hand |  | - | - | 1,499 | -
|  | 20,789 | - | 301,499 | -
Creditors: amounts falling due | 13 | (50,415,005) | - | (35,197,429) | -
within one year |  |  |  |  |
Net current liabilities |  | - | (50,394,216) | - | (34,895,930)
Total assets less current liabilities |  | - | 1,053,292 | - | 16,250,811
Creditors: amounts falling due after more than one year | 14 | - | (7,428,897) | - | (18,268,842)
|  | - | (6,375,605) | - | (2,018,031)
Net liabilities |  | - | (6,375,605) | - | (2,018,031)
Capital and reserves |  |  |  |  |
Called up share capital | 15 | - | 11,370,422 | - | 11,370,422
Profit and loss account | 16 | - | (17,746,027) | - | (13,388,453)
Total capital and reserves |  | - | (6,375,605) | - | (2,018,031)

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 15 to 24 form part of these financial statements.
Project Glow Bidco Limited
Statement of Changes in Equity
For The Year Ended 31 December 2025

| Note | Called up share capital | Profit and loss account | Total
|  | £ | £ | £
At 1 January 2025 |  | 11,370,422 | (13,388,453) | (2,018,031)
Comprehensive income for the year |  | - | - | -
Loss for the year |  | - | (4,357,574) | (4,357,574)
Total comprehensive income for the year |  | - | (4,357,574) | (4,357,574)
At 31 December 2025 |  | 11,370,422 | (17,746,027) | (6,375,605)

| Note | Called up share capital £ | Profit and loss account £ | Total £
At 01 January 2024 |  | 11,370,422 | (8,785,148) | 2,585,274
Comprehensive income for the year |  | - | - | -
Loss for the year |  | - | (4,603,305) | (4,603,305)
Total comprehensive income for the year |  | - | (4,603,305) | (4,603,305)
At 31 December 2024 |  | 11,370,422 | (13,388,453) | (2,018,031)

The notes on pages 15 to 24 form part of these financial statements.
Project Glow Bidco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
1
Company information
Project Glow Bidco Limited is a private company limited by shares and is incorporated in England & Wales under the Companies Act 2006. The address of its registered office is Suite 3f1, Glasshouse, Congleton Road, Nether Alderley, Macclesfield, Cheshire, SK10 4ZE.
The Company continued to act as a holding company during the year, with its principal investment being in the trading subsidiary, The Beauty Tech Group Trading Limited (formerly The Beauty Tech Group Limited).
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
Financial Reporting Standard 102 - reduced disclosure exemptions
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 Section 3 Financial Statement Presentation paragraph 3.17(d);
•
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 Suite 3f1, Glasshouse, Congleton Road, Nether Alderley, Macclesfield, Cheshire, SK10 4ZE.
2.3
Exemption from preparing consolidated financial statements
The financial statements contain information about Project Glow Bidco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The Company has taken advantage of the exemption conferred by section 400 of the Companies Act 2006 not to produce consolidated financial statements as it is included in UK group accounts of a larger group as described in note 19 .
Project Glow Bidco 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 liabilities of £50.4m (2024 - £34.9m) and net liabilities of £6.4m (2024 -
£2.0m). Net current liabilities result from group balances, which the directors have confirmed will not be called upon for repayment unless the Company is in a position to do so.
Subsequent to the year end, the Company entered into new debt arrangements, further strengthening its liquidity position. The Company and its subsidiaries have sufficient financial resources, together with forecast future cash flows and the new funding in place, to continue operations. The Company has also received written confirmation of financial support from other group companies as required.
As a consequence, the directors believe that the Company is well placed to manage its business risks successfully. Based on these factors, the directors have prepared the accounts on a going concern basis.
2.5
Interest income
Interest income is recognised in profit or loss using the effective interest method.
2.6
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.
2.7
Taxation
Tax is recognised in profit or loss except that a charge attributable to an item recognised in other comprehensive income or directly in equity. In this case, the tax is recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
2.8
Investments
Investments in subsidiaries are measured at cost less accumulated impairment.
Project Glow Bidco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
2
Accounting policies (continued)
2.9
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.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Project Glow Bidco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
2
Accounting policies (continued)
2.9
Financial instruments (continued)
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including amounts due to fellow group undertakings, bank loans and other loan notes that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company's contractual obligations are discharged, cancelled, or they expire.
Equity instruments
Equity instruments issued by the Company are recorded at the fair value of proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
3
Judgements and critical estimates
Judgements in applying accounting policies and key sources of estimation uncertainty
Critical judgements in applying the Company's accounting policies
In preparing these financial statements, the Directors have made the following judgements:
•
Determine whether there are indicators of impairment of the Company's fixed asset investments. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the investment.
•
Determine if there are any indications that the amounts due from group undertakings are not recoverable. When it is assessed that the balances exceed the recoverable amount, the asset is written down accordingly.
•
Group debtors are classified as fixed asset investments where the directors consider that loans made will be used to meet the capital requirements of the subsidiary with no intention of repayment in the near future.
Project Glow Bidco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
4
Other operating income

| 2025 £ | 2024 £
Management charge receivable from a fellow group undertaking | 108,000 | 108,000

5
Auditor's remuneration
Fees payable in respect of the audit of the Company's annual financial statements of £14,750 (2024: £11,000) were borne by another group company, The Beauty Tech Group Trading Limited, and have not been recharged to the Company.
Fees paid to the Company's auditor for services other than the statutory audit of the Company are not disclosed in Project Glow Bidco Limited's accounts as the consolidated accounts of The Beauty Tech Group plc are required to disclose non-audit fees on a consolidated basis.
6
Employees
The Company has no employees other than the directors, in the current year or preceding period.
7
Directors' remuneration
No director received emoluments in the current year (2024 - £nil).
Directors' emoluments for the statutory directors of Project Glow Bidco Limited have been borne by another group company. The directors' services to Project Glow Bidco Limited do not occupy a significant amount of their time and, as such, the directors consider it is not appropriate to allocate their remuneration in respect of their service to the Company.
8
Interest receivable and similar income

| 2025 | 2024
| £ | £
Interest receivable from group companies | 300,767 | 289,976

9
Interest payable and similar expenses

| 2025 | 2024
| £ | £
Interest on bank loans | 2,291,193 | 1,752,796
Interest on preference shares | 675,480 | 615,676
Interest payable to group undertakings | 1,542,019 | 2,462,702
| 4,508,692 | 4,831,174

Project Glow Bidco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
10
Taxation
Factors affecting tax charge for the year
The tax assessed for the year is higher than the standard rate of corporation tax in the UK of 25.00% (2024 - 25.00%). The differences are explained below:

Reconciliation of tax charge | 2025 £ | 2024 £
Loss before tax | (4,357,574) | (4,603,305)
Loss multiplied by the standard rate of corporation tax in the UK of 25.00% (2024 - 25.00%) | (1,089,394) | (1,150,826)
Effects of: |  |
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 241,461 | 342,118
Group relief | 847,933 | 808,708
Total tax charge for the year | - | -

11
Fixed asset investments

| Investments in subsidiaries £ | Loans to subsidiaries £ | Total £
Cost or valuation |  |  |
At 1 January 2025 | 43,080,887 | 8,065,854 | 51,146,741
Additions | - | 300,767 | 300,767
At 31 December 2025 | 43,080,887 | 8,366,621 | 51,447,508
Net book value |  |  |
At 31 December 2025 | 43,080,887 | 8,366,621 | 51,447,508
At 31 December 2024 | 43,080,887 | 8,065,854 | 51,146,741

The £8,366,621 loan balance is unsecured, repayable on demand and interest is charged at 10%. The directors do not expect to recall the debt within 12 months of the period end.
Project Glow Bidco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
11
Fixed asset investments (continued)
Subsidiary undertakings
The following were subsidiary undertakings of the Company:

Name | Registered office | Country | Class of shares | Holding %
The Beauty Tech Group | 1 | UK | Ordinary | 100.00
Trading Limited (formerly |  |  |  |
The Beauty Tech Group Limited) |  |  |  |
Beauty Tech Group Inc (formerly ZIIP Inc)* | 2 | USA | Ordinary | 100.00
Aesthete Holding | 2 | USA | Ordinary | 100.00
Corporation* The Beauty Tech Group | 3 | Netherlands | Ordinary | 100.00
B.V.* |  |  |  |
Beauty Tech Group LLC* | 4 | USA | Ordinary | 100.00
The Beauty Tech Group | 5 | Hong Kong | Ordinary | 100.00
HK Limited* |  |  |  |
The Beauty Tech Group TBTG PTE. Limited* | 6 | Singapore | Ordinary | 100.00
The Beauty Tech Group | 7 | China | Ordinary | 100.00
(Shanghai) Limited* Beauty Tech Group India | 8 | India | Ordinary | 100.00
Private Limited* |  |  |  |
Currentbody Skin Ltd* | 1 | UK | Ordinary | 100.00
Tria Laser Inc* | 2 | USA | Ordinary | 100.00
The Beauty Tech Group | 9 | Japan | Ordinary | 100.00
Japan Godo Kaisha* |  |  |  |
* - indirectly held |  |  |  |

Project Glow Bidco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
11
Fixed asset investments (continued)
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
12
Debtors

| 2025 £ | 2024 £
Due within one year |  |
Amounts owed by group undertakings | 20,789 | -
Prepayments and accrued income | - | 300,000
| 20,789 | 300,000

13
Creditors: amounts falling due within one year

| 2025 | 2024
| £ | £
Amounts owed to group undertakings | 50,415,005 | 34,980,762
Accruals and deferred income | - | 216,667
| 50,415,005 | 35,197,429

Amounts due to group undertakings incur interest at 10% per annum and are repayable on demand.
Project Glow Bidco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
14
Creditors: amounts falling due after more than one year

| 2025 £ | 2024 £
Bank loans | - | 11,515,424
Preference shares | 7,428,897 | 6,753,418
| 7,428,897 | 18,268,842

Bank Loans
In April 2025, the Company entered into two senior secured term loan facilities with Santander UK plc, comprising Loan A of £15 million at an interest rate of 3.25% plus base rate per annum and Loan B of £10 million at an interest rate of 3.75% plus base rate per annum, both repayable over a three-year term. The proceeds were used to repay the existing bank loan in full. The facilities were secured by way of a fixed and floating charge over the assets of the Company. Following the Group's initial public offering on 3 October 2025, the Santander facilities became subject to mandatory prepayment and were repaid in full. As at 31 December 2025, there are no bank loans outstanding (31 December 2024:
£11,515,424).
Preference shares
The Company issued 5,000,001 redeemable preference shares to Project Glow Midco Limited, the Company's immediate parent, each with a nominal value of £1 per share on 5 November 2021, at par.
The Company has the right to redeem the preference shares on exit. The preference shares carry a coupon rate of 10% per annum, payable on redemption.
As at 31 December 2025, interest of £2,428,896 (2024 - £1,753,417) had accrued on the preference shares.
15
Share capital

Ordinary share capital | 2025 £ | 2024 £
11,370,422 (2024 - 11,370,422) Ordinary shares of £1 each | 11,370,422 | 11,370,422

| 2025 | 2024
Preference share capital | £ | £
5,000,001 (2024 - 5,000,001) Preference shares of £1 each | 5,000,001 | 5,000,001

| 2025 | 2024
| £ | £
Preference shares classified as liabilities | 5,000,001 | 5,000,001

Project Glow Bidco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
15
Share capital (continued)
The ordinary shares have full voting, dividend and capital distribution rights. The holders of the preference shares have no voting rights. The Preference shares rank in priority over Ordinary shares as regards distributions. The holders of Ordinary and Preference shares rank pari passu in all respects in relation to any return of capital or winding up, after the initial settlement of the issue price and dividend arrears in respect of the Preference shares. The holders of the ordinary and preference shares have no rights of redemption.
16
Reserves
Called up share capital
Called up share capital represents the nominal value of the shares issued.
Profit and loss account
Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
17
Guarantees
The Company had provided security by way of a debenture for the loan notes issued by its immediate parent. During the year ended 31 December 2025, the loan notes were partially repaid in cash in April 2025 from the proceeds of a refinancing arrangement, with the remaining balance subsequently converted into equity in The Beauty Tech Group plc on 3 October 2025 as part of the Group's initial public offering. Following full settlement of the loan notes, the debenture was released. As at 31 December 2025, the outstanding balance on the loan notes was £nil (31 December 2024:
£30,026,144).
18
Post balance sheet events
There have been no events subsequent to 31 December 2025 that require adjustment to these financial statements.
19
Controlling party
The immediate parent undertaking is Project Glow Midco 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 at Suite 3f1, Glasshouse, Congleton Road, Nether Alderley, Macclesfield, Cheshire, United Kingdom, SK10 4ZE.
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.