Registered number: 13671831
Project Glow Topco Limited
Directors' Report and Financial Statements
For The Year Ended 31 December 2025
Project Glow Topco Limited
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Directors' Responsibilities Statement |
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Statement of Comprehensive Income |
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Statement of Financial Position |
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Statement of Changes in Equity |
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Notes To The Financial Statements |
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S L Anderson (appointed 01-09-2025, resigned 31-12-2025)
S M Cooper (resigned 31-12-2025)
P J Gedman (resigned 19-08-2025)
M A McGrath (resigned 19-08-2025)
P M Nickolds (resigned 19-08-2025)
E O'Donnell (appointed 01-05-2025, resigned 31-12-2025)
A M Showman (resigned 19-08-2025)
I S Thakral (resigned 19-08-2025)
S F Clayton (appointed 22 July 2025)
Alter Domus (UK) Limited (resigned
24 September 2025
)
Landmark St Peter's Square
Project Glow Topco Limited
For The Year Ended 31 December 2025
The directors present the Strategic Report for the year ended 31 December 2025.
The principal activity of Project Glow Topco Limited is that of a holding company.
On 3 October 2025, as part of a pre-IPO reorganisation of the Group, the entire issued share capital of the Company was acquired by The Beauty Tech Group plc. The Beauty Tech Group plc was subsequently admitted to the Main Market of the London Stock Exchange on 8 October 2025.
Fair review of the business
The Company had a loss before tax of £1,887,623 (2024 - £2,539,545).
At the year end, the Company had net current liabilities of £74k (2024 - £49k) and net assets of £30,661k (2024 - net liabilities of £1,572k). 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 considered to be as follows:
The Company is not exposed to interest rate risk as its long term loan debt attracts interest at fixed rates.
The liquidity risk associated with the intercompany debtors due from The Beauty Tech Group Trading Limited (formerly The Beauty Tech Group Limited) and Project Glow Bidco Limited is mitigated by The Beauty Tech Group Trading Limited's financial standing and repayment ability. However, the recoverability remains subject to a liquidity event. Project Glow Topco Limited has also received written confirmation of financial support from other group companies.
Project Glow Topco Limited
For The Year Ended 31 December 2025
Section 172 Statement: Directors' Duties and Financial Oversight
The directors of Project Glow Topco 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:
Project Glow Topco Limited
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.
The principal activity of the Company is that of a holding company.
The Directors who served during the year:
S L Anderson (appointed 01 September 2025, resigned 31 December 2025)
S M Cooper (resigned 31 December 2025)
P J Gedman (resigned 19 August 2025)
M A McGrath (resigned 19 August 2025)
P M Nickolds (resigned 19 August 2025)
E O'Donnell (appointed 01 May 2025, resigned 31 December 2025)
A M Showman (resigned 19 August 2025)
I S Thakral (resigned 19 August 2025)
The loss for the year, after taxation, amounted to £1,887,623 (2024 - £2,539,545).
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.
Project Glow Topco Limited
For The Year Ended 31 December 2025
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 Topco Limited, which acts as a holding company for management loan notes, have focused on maintaining effective relationships with financial partners and internal teams. By collaborating closely with financial institutions and maintaining transparent communications, the Company has secured favourable financing terms that support ongoing investments and operational needs. The directors have ensured that financial management and oversight are aligned with the group's strategic goals, facilitating coordinated efforts to support business growth within the group. This approach has been instrumental in making key decisions related to capital allocation and resource management, enhancing overall group performance.
The Company has no employees other than the directors and accordingly no employee engagement disclosures are required.
Neither the Company nor any of its subsidiaries made any political donations or incurred any political expenditure during the year (2024: £nil).
Project Glow Topco Limited
For The Year Ended 31 December 2025
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.
Statement of disclosure 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.
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:
Project Glow Topco 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 Topco Limited
Independent Auditor's Report To The Members of Project Glow Topco Limited
We have audited the financial statements of Project Glow Topco 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.
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 Topco Limited
Independent Auditor's Report To The Members of Project Glow Topco Limited
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 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 8, 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 Topco Limited
Independent Auditor's Report To The Members of Project Glow Topco 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.
Project Glow Topco Limited
Independent Auditor's Report To The Members of Project Glow Topco Limited
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.
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.
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
Landmark St Peter's Square
Project Glow Topco Limited
Statement of Comprehensive Income
For The Year Ended 31 December 2025
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Interest receivable and similar income |
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Interest payable and similar expenses |
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Loss for the financial year |
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The notes on pages 16 to 31 form part of these financial statements.
Project Glow Topco Limited
Registered number: 13671831
Statement of Financial Position
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Creditors: amounts falling due |
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Total assets less current liabilities |
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Creditors: amounts falling due after more than one year |
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Provisions for liabilities |
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Total capital and reserves |
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The financial statements were approved and authorised for issue by the board and were signed on its behalf:
The notes on pages 16 to 31 form part of these financial statements.
Project Glow Topco Limited
Statement of Changes in Equity
For The Year Ended 31 December 2025
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Comprehensive income for the year |
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Total comprehensive income for the year |
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Share-based payment charge |
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Total transactions with owners |
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Comprehensive income for the year |
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Other comprehensive income |
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Total comprehensive income for the year |
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Share-based payment charge |
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Total transactions with owners |
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The notes on pages 16 to 31 form part of these financial statements.
Project Glow Topco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Project Glow Topco Limited is a private company limited by shares and is incorporated in England & Wales. The address of its registered office is Suite 3f1, Glasshouse, Congleton Road, Nether Alderley, Macclesfield, Cheshire, SK10 4ZE.
The principal activity of the Company during the year was that of an intermediate holding company. The Company holds the entire issued share capital of Project Glow Midco Limited, which in turn holds the entire issued share capital of Project Glow Bidco Limited. Project Glow Bidco Limited holds the Group's principal trading entity, The Beauty Tech Group Trading Limited (formerly The Beauty Tech Group Limited). On 3 October 2025, as part of a pre-IPO group reorganisation, the entire issued share capital of the Company was acquired by The Beauty Tech Group plc, which was subsequently admitted to the Main Market of the London Stock Exchange on 8 October 2025. From 3 October 2025, the immediate and ultimate parent undertaking of the Company is The Beauty Tech Group plc (see note 22).
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.
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.
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 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.
Project Glow Topco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Accounting policies (continued)
Exemption from preparing consolidated financial statements
The financial statements contain information about Project Glow Topco 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 22 .
At the year end, the Company had net current liabilities of £74k (2024 — £49k) and net assets of £30,661k (2024 — net liabilities of £1,572k). The net current liabilities position reflects intra-group balances which the directors have confirmed will not be called upon for repayment unless the Company is in a position to do so.
In assessing the appropriateness of the going concern basis, 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. Subsequent to the year end, on 25 March 2026, the Group entered into a new £12.5 million unsecured trade finance facility with Santander, further strengthening the Group's liquidity position. The Company has also received written confirmation of ongoing financial support from other group companies for a period of at least twelve months from the date of approval of these financial statements.
Having regard to these matters, the Company's forecast future cash flows and the financial resources available to the wider Group, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing these financial statements.
Interest income is recognised in profit or loss using the effective interest method.
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.
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.
Project Glow Topco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Accounting policies (continued)
Provisions are made where an event has taken place that gives the group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, 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 due to passage of time is charged to profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Project Glow Topco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Accounting policies (continued)
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, 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 Topco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Accounting policies (continued)
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 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.
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 Topco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Fees payable in respect of the audit of the Company's annual financial statements of £44,250 (2024: £33,000) 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 Topco Limited's accounts as the consolidated accounts of The Beauty Tech Group plc are required to disclose non-audit fees on a consolidated basis.
The Company has no employees, other than the directors in the current year or prior period.
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Share-based payment charge |
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The share-based payment charge recognised in the Company's profit or loss in the year is £236,968 (2024 - £291,636). This represents the portion of the total group share-based payment expense attributable to services received by the Company under the equity-settled arrangements described in note 19. The Company has no employees of its own other than the directors, none of whom received emoluments from the Company in the current year (2024 - £nil).
The Company has no employees other than the directors. No director received emoluments in the current year (2024 -
Directors' emoluments for the statutory directors of Project Glow Topco Limited have been borne by another group company. The directors' services to Project Glow Topco 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.
Interest receivable and similar income
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Interest receivable from group companies |
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Interest payable and similar expenses
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Interest on preference shares |
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Project Glow Topco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Factors affecting tax charge/(credit) for the year
The tax assessed for the year is higher than (2024 - 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 credit
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Loss multiplied by the standard rate of corporation tax in the UK of 25.00% (2024 - 25.00%) |
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment |
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Adjustment to tax charge in respect of prior periods |
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Total tax charge/(credit) for the year |
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The £6,661,307 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.
Disposals during the year of £999,956 represent a partial repayment of intercompany loans receivable from a subsidiary undertaking. The proceeds were applied by the Company in the partial redemption of preference shares (see note 13).
Project Glow Topco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Fixed asset investments (continued)
The following were subsidiary undertakings of the Company:
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Project Glow Midco Limited |
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Project Glow Bidco Limited* |
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The Beauty Tech Group Trading |
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Limited (formerly The Beauty Tech Group Limited)* |
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Beauty Tech Group Inc (formerly ZIIP Inc)* |
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Aesthete Holding Corporation* |
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The Beauty Tech Group B.V.* |
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The Beauty Tech Group HK Limited* |
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The Beauty Tech Group TBTG PTE. Limited* |
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The Beauty Tech Group (Shanghai) Limited* |
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Beauty Tech Group India Private Limited* |
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Currentbody Skin Limited* |
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The Beauty Tech Group Japan Godo Kaisha* |
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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
Project Glow Topco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
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Amounts owed by group undertakings |
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Amounts owed by group undertakings are unsecured, non-interest bearing and repayable on demand.
Creditors: amounts falling due within one year
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Amounts owed to group undertakings |
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Amounts due to group undertakings incur interest at 10% per annum and are repayable on demand.
Creditors: amounts falling due after more than one year
The preference shares were redeemable, bore a fixed cumulative dividend of 10% per annum and were classified as financial liabilities in accordance with Section 22 of FRS 102. On 3 October 2025, all outstanding preference shares were derecognised as part of the pre-IPO reorganisation (see note 20).
The Company has not recognised any deferred tax asset or liability at 31 December 2025 (2024 - £nil). There were no timing differences at the reporting date that require the recognition of a deferred tax balance.
The Company has no unused tax losses or excess management expenses at 31 December 2025 (2024 - £nil). Excess management expenses arising in the year of £11,183 were fully surrendered to a fellow Group company by way of group relief (see note 9).
Project Glow Topco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
The provision at 1 January 2025 of £1,300,000 represented contingent consideration arising on the Group's acquisition of The Beauty Tech Group TBTG PTE. Ltd (formerly CBT At-Home Beauty Holdings PTE. Ltd). The contingent consideration was payable to the former shareholders subject to the achievement of specified performance and exit conditions.
On 8 October 2025, in connection with the admission of The Beauty Tech Group plc to the Main Market of the London Stock Exchange, the conditions to which the contingent consideration was subject were amended and the remaining obligation was extinguished. In accordance with the requirements of the relevant accounting standard, the liability was derecognised at that date and the amount of £1,300,000 was converted into equity of The Beauty Tech Group plc as part of the pre-IPO reorganisation.
Accordingly, no contingent consideration liability remained outstanding at 31 December 2025.
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Shares classified as equity |
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76,502,538 (2024 - nil) Ordinary shares of £0.0001 each |
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nil (2024 - 320,334) Ordinary A shares of £0.01 each |
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nil (2024 - 63,466) Ordinary B shares of £0.01 each |
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nil (2024 - 61,667) Ordinary B2 shares of £0.01 each |
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nil (2024 - 141,200) Ordinary C shares of £0.01 each |
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nil (2024 - 75,000) Ordinary D shares of £0.01 each |
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Ordinary A, B, B2, C and D shares are non-redeemable and rank pari passu with respect to rights to receive dividends and a return of capital. The A, B, B2 and C Ordinary shares also have voting rights, each share entitling the holder to one vote. Capital may only be distributed to the Ordinary shareholders once amounts due to holders of the preference shares have been settled.
A, B and C classes of preference share are redeemable. These shares do not entitle the holder to voting rights, but do carry a fixed preferential cumulative dividend of 10% per annum.
On 4 March 2023, the Company allotted 600 Ordinary D shares with a nominal value of £0.01 each for total consideration of £600. A further 5,400 Ordinary D shares with a nominal value of £0.01 each were allotted on 4 August 2023 for total consideration of £5,400.
Project Glow Topco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Share capital (continued)
15,971,623 A preference shares and 4,864,141 B preference shares with a nominal value of £0.01 each were issued by the Company on 5 November 2021 for £20,835,764. The preference shares carried a coupon rate of 10% per annum, compounded annually, and were redeemable on 26 October 2027. On 3 October 2025, as part of the pre-IPO reorganisation, the A and B preference shares (together with all associated accrued but unpaid dividends) were derecognised on conversion into ordinary shares of The Beauty Tech Group plc (see note 20). At 31 December 2025, no amount remained due in respect of these preference shares (2024 - £28,148,260, including accrued dividends of
£7,312,496, shown within Creditors: Amounts due after more than one year — see note 13).
On 22 June 2023 the Company issued 2,706,366 C preference shares with a nominal value of £0.01 each, for
£2,706,366, as well as 61,667 Ordinary B2 shares with a nominal value of £0.01 each, issued at fair value of £2,706,366 and £1,624,000 respectively. The C preference shares carried a coupon rate of 10% per annum, compounded annually, and were redeemable on 26 October 2027. On 3 October 2025, as part of the pre-IPO reorganisation, the C preference shares (together with all associated accrued but unpaid dividends) were derecognised on conversion into ordinary shares of The Beauty Tech Group plc (see note 20). At 31 December 2025, no amount remained due in respect of these preference shares (2024 - £3,135,235, including accrued dividends of £428,869, shown within Creditors: Amounts due after more than one year — see note 13).
Movement in share capital during the year
On 3 October 2025, as part of the pre-IPO reorganisation of the Group, the entire issued share capital of the Company was acquired by The Beauty Tech Group plc by way of a share-for-share exchange, in connection with the admission of The Beauty Tech Group plc to the Main Market of the London Stock Exchange on 8 October 2025.
As part of the reorganisation, all 661,667 pre-existing Ordinary A, B, B2, C and D shares of £0.01 each (aggregate nominal value £6,617) and all 23,542,130 A, B and C preference shares of £0.01 each (together with all associated accrued but unpaid cumulative dividends) were cancelled or converted into equity of The Beauty Tech Group plc. Concurrently, the Company allotted 76,502,538 new Ordinary shares of £0.0001 each, with an aggregate nominal value of £7,651, to The Beauty Tech Group plc.
Called up share capital represents the nominal value of the shares issued.
Consideration received for shares issued above their nominal value net of transaction costs.
Share-based payment reserve
The share-based payment reserve represents the share-based payment expense in respect of equity instruments issued to employees of the group under an equity settled share-based remuneration scheme.
Project Glow Topco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Capital redemption reserve
The capital redemption reserve is created when the Company redeems or buys back its own shares out of distributable profits. The nominal value of the shares redeemed is transferred into this reserve to maintain capital integrity in accordance with statutory requirements.
Capital contribution reserve
The capital contribution reserve represents contributions received from shareholders that are not reflected in share capital or share premium. Such contributions typically arise where the parent or shareholders settle costs on behalf of the Group without an expectation of repayment.
Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
During the year, the Company had provided security by way of a debenture over its assets in respect of a bank loan held by its indirect subsidiary, Project Glow Bidco Limited. On 4 April 2025, the original facility with Beechbrook was repaid using the proceeds of a replacement facility with Santander, which was in turn fully repaid on Admission on 8 October 2025 using proceeds of the initial public offering of The Beauty Tech Group plc, the Company's ultimate parent. As at 31 December 2025, no bank loan was outstanding (2024 - £11,515,424) and the Company's guarantee and debenture accordingly relate to no active borrowing.
Project Glow Topco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
During a prior period, a number of employees purchased C Ordinary and D Ordinary shares issued by Project Glow Topco Limited. These shares were treated as equity-settled share-based payment arrangements in accordance with Section 26 of FRS 102.
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, with shares vesting in instalments over a two-year service period and the remaining portion vesting on the occurrence of an exit event, such as a listing.
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 (non-market) vesting conditions.
Please refer to the Articles of Association of Project Glow Topco Limited for further detail of the vesting conditions attached to the C Ordinary and D Ordinary shares.
Some of the employees who held C Ordinary and D Ordinary shares provided their services to multiple group entities. Accordingly, the share-based payment expense was allocated on a time-spent basis to the relevant group entities receiving the benefit of those employment services.
No new share-based payment awards were granted by the Company during the year. A share-based payment charge of £236,968 (2024: £291,636) was recognised in profit or loss in respect of the C Ordinary and D Ordinary growth shares issued in prior periods, comprising both the ratable amortisation of those awards for the period from 1 January 2025 to the exit event on 3 October 2025 and any cumulative expense accelerated on the exit event (see further below). The fair value of the growth shares granted in prior periods was determined using a Monte-Carlo simulation model. The following assumptions were used at the original grant dates:
On 23 September 2025, The Beauty Tech Group plc granted 4,500,000 share options to directors of the Group, conditional on admission of The Beauty Tech Group plc to the Main Market of the London Stock Exchange. The options have a £nil exercise price and a fair value at grant date of £2.71 per option (TBTG plc Annual Report 2025, Note 31).
These options are granted by, and are over the shares of, The Beauty Tech Group plc. The directors have concluded that no services were received by the Company in respect of these options and, accordingly, no share-based payment charge has been recognised in the Company's profit or loss for the year ended 31 December 2025. The related £951,000 charge has been recognised by The Beauty Tech Group plc.
Project Glow Topco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Share-based payments (continued)
Exit event — Initial Public Offering of The Beauty Tech Group plc
On 3 October 2025, as part of a pre-IPO group reorganisation, the shares in the Company (including the C Ordinary and D Ordinary shares) were exchanged for shares in The Beauty Tech Group plc. On 8 October 2025, The Beauty Tech Group plc was admitted to the Main Market of the London Stock Exchange.
The completion of the pre-IPO reorganisation on 3 October 2025 constituted an exit event for the purposes of the vesting conditions attached to the C Ordinary and D Ordinary shares. As a result, the remaining vesting conditions (including the non-market EBITDA-related conditions attaching to certain D Ordinary shares) were satisfied in full on that date.
In accordance with IFRS 2 “Share-based Payment”, any cumulative expense not previously recognised in respect of the C Ordinary and D Ordinary shares was accelerated and recognised in full as a share-based payment charge up to the date of the exit event. Following the pre-IPO reorganisation, the C Ordinary and D Ordinary shares were either exchanged (via intervening steps) for Ordinary shares in The Beauty Tech Group plc, or settled in cash. Accordingly, no share-based payment charge arises in the Company in respect of these awards after 3 October 2025, and no C Ordinary or D Ordinary share-based payment awards were outstanding at 31 December 2025.
The total share-based payment charge for the year ended 31 December 2025 in respect of the C Ordinary and D Ordinary shares was £581,536 (2024: £836,136) on a group basis. Of this amount, £236,968 (2024: £291,636) was recognised as an expense in the Company's profit or loss (see note 5), representing the portion attributable to services received by the Company. The balance of £344,568 (2024: £542,434) was allocated to other group undertakings on a time-spent basis, reflecting the entities receiving the benefit of the underlying employment services.
In prior periods the Company credited the full group fair value of share-based payment awards over its own shares to its share-based payment reserve, with the offsetting debit for services received by other group entities recognised as a deemed capital contribution. From the current year, and following the change in ultimate parent on 3 October 2025, the Company recognises only its own portion of the charge in profit or loss, with the equity-side accounting for services received by other group entities reflected in those entities' own financial statements.
Treatment of the share-based payment reserve
In accordance with IFRS 2 paragraph 23, no subsequent adjustment is made to total equity after the vesting date; however, this does not preclude a transfer within equity from one component to another. The ICAEW Technical Release on realised and distributable profits under the Companies Act 2006 (Tech 02/17, paragraph 7.48) further confirms that an expense recognised in respect of an equity-settled share-based payment transaction is a realised loss.
The share-based payment charges recognised by the Company relate to services provided by employees of other group undertakings that were recharged to the relevant group entity on a time-spent basis. Accordingly, no corresponding transfer from the share-based payment reserve to retained earnings has been made at Company level. The share-based payment reserve of the Company at 31 December 2025 is £4,356,572 (2024: £4,119,604) and has been retained within equity. The directors will keep under review whether a transfer to retained earnings becomes appropriate in future periods, for example on a formal release of the cumulative reserve.
Project Glow Topco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Related party transactions
During the year, there was a change in the ultimate parent undertaking of the Company following the admission of The Beauty Tech Group plc to the Main Market of the London Stock Exchange on 8 October 2025.
The Company presents its Financial Statements on a Company-only basis. As such, the related party disclosures below reflect transactions entered into by Project Glow Topco Limited with related parties that are not wholly owned subsidiaries of the Company.
Preference shares issued by the Company
During the year, the Company had three classes of redeemable preference share in issue (A, B and C). The preference shares were classified as financial liabilities in accordance with FRS 102 and carried a fixed cumulative dividend of 10% per annum, compounded annually.
In April 2025, the Group entered into a new senior secured term loan facility with Santander UK plc. A portion of the proceeds was applied in partial repayment of amounts owing under related party instruments.
On 3 October 2025, in connection with the Group's initial public offering and the associated pre-IPO reorganisation, the remaining preference shares issued by the Company (together with all associated accrued but unpaid dividends) were either redeemed or novated to The Beauty Tech Group plc and subsequently exchanged for Ordinary shares in The Beauty Tech Group plc. As a result, all preference shares issued by the Company were derecognised, and no amount was due to any preference shareholder at 31 December 2025.
eComplete SPV Limited was, until 3 October 2025, the immediate parent undertaking of the Company, and is therefore a related party. At the start of the year, 15,971,623 A preference shares of £0.01 each with an aggregate principal value of £15,971,623 were held by eComplete SPV Limited. Interest was payable at 10% per annum. During the year ended 31 December 2025, interest of £1,118,000 (2024: £1,966,667) was accrued. On 3 October 2025 the A preference shares, together with all associated accrued but unpaid dividends, were derecognised following conversion into equity of The Beauty Tech Group plc. No amount was due to eComplete SPV Limited at 31 December 2025 (2024: £21,577,005).
L Newman, A Showman, M Smith, D Hughes, Tower Pension Trustees and S Cooper (together 'management') are related parties by virtue of their shareholdings in The Beauty Tech Group plc (and, until 3 October 2025, in the Company). At the start of the year, 4,864,141 B preference shares of £0.01 each with an aggregate principal value of £4,864,141 were held by management. Interest was payable at 10% per annum. During the year ended 31 December 2025, interest of £493,000 (2024: £598,946) was accrued. On 3 October 2025 the B preference shares, together with all associated accrued but unpaid dividends, were derecognised following conversion into equity of The Beauty Tech Group plc. No amount was due to management at 31 December 2025 (2024: £6,571,254).
Project Glow Topco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Related party transactions (continued)
Thakral Lifestyle PTE. Ltd is a related party by virtue of its investment in The Beauty Tech Group plc (and, until 3 October 2025, in the Company). At the start of the year, 2,706,366 C preference shares of £0.01 each with an aggregate principal value of £2,706,366 were held by Thakral Lifestyle PTE. Ltd. Interest was payable at 10% per annum. During the year ended 31 December 2025, interest of £235,000 (2024: £285,765) was accrued. On 3 October 2025 the C preference shares, together with all associated accrued but unpaid dividends, were derecognised following conversion into equity of The Beauty Tech Group plc. No amount was due to Thakral Lifestyle PTE. Ltd at 31 December 2025 (2024: £3,135,235).
The Company has taken advantage of the exemption in FRS 102 paragraph 33.1A from disclosing transactions with wholly-owned subsidiaries. Key management personnel comprise the directors, whose aggregate remuneration is disclosed in note 6
Post balance sheet events
There have been no events subsequent to 31 December 2025 that require adjustment to these financial statements.
During the year ended 31 December 2025, there was a change in the immediate and ultimate parent undertaking of Project Glow Topco Limited as a result of the pre-IPO reorganisation of the Group.
From 1 January 2025 until 3 October 2025, eComplete SPV Limited, a company incorporated in England and Wales, was the immediate parent company of Project Glow Topco Limited and was considered by the directors to be the ultimate parent undertaking.
On 3 October 2025, as part of the pre-IPO reorganisation and in connection with the admission of The Beauty Tech Group plc to the Main Market of the London Stock Exchange, the entire issued share capital of Project Glow Topco Limited was acquired by The Beauty Tech Group plc, a company incorporated in England and Wales, by way of a share-for-share exchange.
Accordingly, from 3 October 2025, the immediate parent company of Project Glow Topco Limited is The Beauty Tech Group plc. The directors consider The Beauty Tech Group plc to be the ultimate parent undertaking at 31 December 2025. In the opinion of the directors, there is no ultimate controlling party at 31 December 2025, as no single shareholder holds a controlling interest in The Beauty Tech Group plc.
The consolidated financial statements of The Beauty Tech Group plc are the only group financial statements in which the results of Project Glow Topco Limited are consolidated. The Beauty Tech Group plc is the parent undertaking of both the largest and smallest group of which Project Glow Topco Limited is a member and for which group financial statements are drawn up. A copy of the consolidated financial statements of The Beauty Tech Group plc can be obtained from its registered office, the address of which can be found on the Company Information page.