Registered number: 13675143
Project Glow Midco Limited
Directors' Report and Financial Statements
For The Year Ended 31 December 2025
Project Glow Midco 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 N Glynn (appointed 24-09-2025)
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)
S F Clayton (appointed 24 September 2025)
Alter Domus (UK) Limited (resigned 27 September 2026)
Landmark St Peter's Square
Project Glow Midco 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 Midco Limited is that of a holding company with an investment in the intermediary holding company Project Glow Bidco Limited which, in turn, holds an investment in the trading entity of The Beauty Tech Group Trading Limited (formerly The Beauty Tech Group Limited).
Fair review of the business
The Company recorded a loss before tax of £11,881 for the year (2024 - £3,159), reflecting the administrative running costs of operating as an intermediate holding company. In addition, the Company recognised a deferred tax charge of
£205,941 (2024 - deferred tax credit of £205,941). The charge represents the full reversal of the deferred tax asset that had been recognised at 31 December 2024 in respect of accrued but unpaid interest on related party loan notes and preference shares, which would only have become deductible for UK tax purposes when paid.
On 3 October 2025, as part of the pre-IPO restructure (see notes 13 and 18), the loan notes (together with the accrued interest thereon) were novated from the Company to The Beauty Tech Group plc and converted into ordinary shares in that company, settling the underlying timing difference in full. The deferred tax asset has accordingly been derecognised. After the deferred tax charge, the loss for the financial year was £217,822 (2024 - profit of £202,782, being the same level of administrative loss offset by the initial recognition of the deferred tax asset).
At the year end, the Company had net current liabilities of £36,798k (2024 - £4,831k) and net assets of £11,322k (2024 -
£11,539k). 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:
Project Glow Midco Limited
For The Year Ended 31 December 2025
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 Midco Limited has also received written confirmation of financial support from other group companies.
Section 172 Statement: Directors' Duties and Financial Oversight
The directors of Project Glow Midco 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 Midco Limited
For The Year Ended 31 December 2025
The Directors present their report and the financial statements for the year ended 31 December 2025.
The Directors who served during the year:
S N Glynn (appointed 24 September 2025)
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)
The principal activity of the Company is that of a holding company.
The loss for the year, after taxation, amounted to £217,822 (2024 - £202,782).
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Qualifying third party indemnity provisions
The Company has granted an indemnity to its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third party indemnity provisions remain in force as at the date of approving the Directors' Report.
The 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 Midco Limited, which was 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.
Project Glow Midco Limited
For The Year Ended 31 December 2025
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.
Post balance sheet events
There have been no other significant events affecting the Group since the reporting date.
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 Midco 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 Midco Limited
Independent Auditor's Report To The Members of Project Glow Midco Limited
We have audited the financial statements of Project Glow Midco 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 Midco Limited
Independent Auditor's Report To The Members of Project Glow Midco 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 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 Midco Limited
Independent Auditor's Report To The Members of Project Glow Midco 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
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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities This description forms part of our auditor’s report.
Project Glow Midco Limited
Independent Auditor's Report To The Members of Project Glow Midco Limited
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
Project Glow Midco Limited
Statement of Comprehensive Income
For The Year Ended 31 December
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Interest receivable and similar income |
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Interest payable and similar expenses |
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(Loss)/profit for the financial year |
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The notes on pages 15 to 27 form part of these financial statements.
Project Glow Midco Limited
Registered number: 13675143
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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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 15 to 27 form part of these financial statements.
Project Glow Midco 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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(Loss)/profit for the year |
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Total comprehensive income for the year |
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Comprehensive income for the year |
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(Loss)/profit for the year |
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Total comprehensive income for the year |
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The notes on pages 15 to 27 form part of these financial statements.
Project Glow Midco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Project Glow Midco 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 principal activity of the Company is a holding company with an investment in the intermediary holding company
Project Glow Bidco Limited.
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 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.
Exemption from preparing consolidated financial statements
The financial statements contain information about Project Glow Midco 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 20 .
Project Glow Midco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Accounting policies (continued)
At the year end, the Company had net current liabilities of £36,798k (2024 - £4,831k) and net assets of £11,322k (2024 - £11,539k). 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 Group 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.
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.
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except when a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Project Glow Midco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Accounting policies (continued)
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 Midco 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 Midco 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 Midco 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 £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 Midco 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 preceding period.
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 Midco Limited have been borne by another group company. The directors' services to Project Glow Midco 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 Midco 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:
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Profit/loss multiplied by the standard rate of corporation tax in the UK of 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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Short-term timing difference |
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Total tax charge/(credit) for the year |
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The £28,008,947 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 Midco 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 Bidco Limited |
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The Beauty Tech Group Trading |
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Limited (formerly The Beauty Tech |
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Beauty Tech Group Inc (formerly ZIIP |
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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. |
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The Beauty Tech Group (Shanghai) |
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Beauty Tech Group India Private |
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Currentbody Skin Limited* |
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The Beauty Tech Group Japan Godo |
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Registered office addresses:
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Suite 3f1, Glasshouse, Congleton Road, Nether Alderley, Macclesfield, Cheshire, England, SK10 4ZE
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251 Little Falls Drive, Wilmington, DE, New Castle, 19808
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Verlengde Poolseweg 14, 4818 CL, Breda, Netherlands
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1925 Lovering Ave, Wilmington, DE, New Castle, 19806
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22/F 3 Lockhart Road, Wanchai, Hong Kong
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160 Robinson Road, #25-07, Singapore Business Federation Center, Singapore, 068914
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5/F Xinyan Building B 65 Guiqing Road, Shanghai, 200233, PRC
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4th Floor, Durga Towers, CoKarma Co Working Space, Begumpet, Secunderabad, Hyderabad- 500016, Telangana
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#9F Tokyo Akasaka Horitsu jimusho nai,Shiroyama Trust Tower, 4-3-1, Toranomon, Minato-ku, Tokyo-to, Japan, 105-0001
Project Glow Midco 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
Loan notes were secured by way of a fixed and floating charge over the assets of the Company. All loan notes were fully repaid and/or novated to The Beauty Tech Group plc and converted into ordinary shares of that company during the year, as described below. As at 31 December 2025, no loan notes remained outstanding.
10% fixed rate secured loan notes 2027
Issued on 5 November 2021, the Company's £19,999,999 loan notes bore interest at 10% per annum (compounded annually) and were repayable on 5 November 2027.
Project Glow Midco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Creditors: amounts falling due after more than one year (continued)
On 4 April 2025, as part of the Group's Santander refinancing (see note 19), £10,512,000 was repaid in cash (eComplete SPV Limited: £6,037,000; management: £4,475,000). On 3 October 2025, the remaining balance of £18,049,000 — including accrued interest (eComplete SPV Limited: £13,846,000; management: £4,203,000) — was novated to The Beauty Tech Group plc and converted into 6,325,386 ordinary shares of £0.10 each at £2.85 per share (eComplete SPV Limited: 4,852,418; management: 1,472,968), and the loan notes were derecognised. Carrying amount at 31 December 2025: £nil (2024: £27,019,176, including £7,019,177 of accrued interest).
10% fixed rate secured loan notes 2028
Issued on 22 June 2023 on equivalent terms, the Company's £2,597,808 loan notes were repayable on 22 June 2028. As part of the same refinancing, £980,000 was repaid in cash to Thakral Lifestyle Pte. Ltd on 4 April 2025. On 3 October 2025, the remaining £2,208,000 (including accrued interest) was novated to The Beauty Tech Group plc and converted into 773,808 ordinary shares of £0.10 each at £2.85 per share, and the loan notes were derecognised. Carrying amount at 31 December 2025: £nil (2024: £3,006,968, including £409,160 of accrued interest)
The Company issued 5,000,001 redeemable preference shares each with a nominal value of £1 per share on 5 November 2021 to Project Glow Topco Limited, the Company's immediate parent, at par.
The Company has the right to redeem the preference shares on an 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.
The deferred tax balance is made up as follows:
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Charged to profit or loss |
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The deferred tax asset is made up as follows:
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Short term timing differences |
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Project Glow Midco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Deferred taxation (continued)
The deferred tax asset recognised at 31 December 2024 related to short-term timing differences arising on unpaid interest on related party loan notes and preference shares (timing differences deductible for tax when paid). During the year ended 31 December 2025, the underlying unpaid interest was settled, primarily through the novation and subsequent conversion of the loan notes into ordinary shares of the ultimate parent, The Beauty Tech Group plc, on 3 October 2025. The timing difference has therefore fully reversed and the deferred tax asset has been released to the profit and loss account. The Company has no unrecognised deferred tax at 31 December 2025 (2024 - £nil).
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11,370,422 (2024 - 11,370,422) Ordinary shares of £1 each |
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5,000,001 (2024 - 5,000,001) Preference shares of £1 each |
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Preference shares classified as liabilities |
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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.
Project Glow Midco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Share capital reserve represents the nominal value of the shares issued.
Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
Financial commitments and guarantees
The Company has provided security by way of a debenture, for the bank loan held by its subsidiary. As at 31 December 2024, the outstanding balance of the Beechbrook bank loan was £11,515,424.
On 4 April 2025, the Beechbrook loan was repaid using the proceeds of a replacement facility with Santander. The replacement facility with Santander was fully repaid on 8 October 2025 using the proceeds of the Company's ultimate parent's initial public offering.
As at 31 December 2025, there were no bank loans outstanding and the Company's guarantee and debenture accordingly relate to no active borrowing.
Related party transactions
Within loan notes (note 13) are loan notes due to eComplete SPV Limited of £nil (2024 – £18,753,030). Interest is payable at 10% per annum. During the year interest of £1,129,799 (year ended 31 December 2024 – £1,709,272) was charged in respect of the loan notes. eComplete SPV Limited is a related party by virtue of its investment in Project Glow Topco Limited, which is the immediate parent undertaking of Project Glow Midco Limited. On 3 October 2025, as part of the pre-IPO group reorganisation, the loan notes and accrued interest thereon were novated to The Beauty Tech Group plc and immediately converted in full into ordinary shares of that company at a conversion price of £2.85 per share. The Beauty Tech Group plc was subsequently admitted to the Main Market of the London Stock Exchange on 8 October 2025.
Within loan notes (note 13) are management loan notes of £nil (2024 – £8,266,146) due to L Newman, A Showman, M Smith, D Hughes, Tower Pension Trustees and S Cooper. Interest is payable at 10% per annum. During the year interest of £412,220 (year ended 31 December 2024 – £753,430) was charged in respect of the loan notes. They are all related parties by virtue of their shareholdings in Project Glow Topco Limited. On 3 October 2025, in connection with the Group reorganisation and initial public offering of the ultimate parent undertaking, The Beauty Tech Group plc, the loan notes and accrued interest thereon were novated to The Beauty Tech Group plc and immediately converted in full into ordinary shares of that company at a conversion price of £2.85 per share.
Also included within loan notes (note 13) are 10% fixed rate secured loan notes 2028 together with interest accruing thereon totalling £nil (2024 – £3,006,968). Interest is payable at 10% per annum. During the year interest of £180,612 (year ended 31 December 2024 – £274,074) was charged in respect of the loan notes. These loan notes are due to Thakral Lifestyle Pte. Ltd, a related party by virtue of its shareholding in Project Glow Topco Limited. On 3 October 2025, in connection with the Group reorganisation and initial public offering of the ultimate parent undertaking, The Beauty Tech Group plc, the loan notes and accrued interest thereon were novated to The Beauty Tech Group plc and immediately converted in full into ordinary shares of that company at a conversion price of £2.85 per share.
Project Glow Midco Limited
Notes To The Financial Statements
For The Year Ended 31 December 2025
Post balance sheet events
There have been no events subsequent to 31 December 2025 that require adjustment to these financial statements.
The immediate parent undertaking is Project Glow Topco 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 undertaken in connection with the Company's initial public offering 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.