Caseware UK (AP4) 2024.0.164 2024.0.164 Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: so far as the directors are aware, there is no relevant audit information of which the Company's auditor is unaware; and the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.2026-07-31 In our opinion, the financial statements: give a true and fair view of the state of the Company’s affairs as at 31 August 2025 and of its profit for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and have been prepared in accordance with the requirements of the Companies Act 2006.The Directors are responsible for the other information. The other information comprises the information included in the Report and Financial Statements, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.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 Directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or the financial statements are not in agreement with the accounting records and returns; or certain disclosures of Directors’ remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit.Responsibilities of directors As explained more fully in the Directors' responsibilities statement, 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. 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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management.Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Non-compliance with laws and regulations Based on: Our understanding of the Company and the industry in which it operates; Discussion with management, and in-house legal counsel; and Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and regulations. We considered the significant laws and regulations to be the Companies Act 2006, FRS 102, and UK tax legislation. The Company also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the Data Protection Act 2018, UK health and safety legislation, and UK employee legislation. Our procedures in respect of the above included: Enquiries of management whether there were any litigations and claims; Enquiries of in-house legal staff of the Company; Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations; Review of financial statement disclosures and agreeing to supporting documentation; and Review of legal expenditure accounts to understand the nature of expenditure incurred. Auditor's responsibilities for the audit of the financial statements (continued) Extent to which the audit was capable of detecting irregularities, including fraud (continued) Fraud We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included: Enquiry with management and those charged with governance regarding any known or suspected instances of fraud; Obtaining an understanding of the Company’s policies and procedures relating to: Detecting and responding to the risks of fraud; and Internal controls established to mitigate risks related to fraud. Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud; Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud. Based on our risk assessment, we considered the areas most susceptible to fraud to be improper revenue recognition and management override of controls. Our procedures in respect of the above included: Testing a sample of journal entries throughout the year, which met defined risk criteria, including unusual journal combinations within revenue, by agreeing to supporting documentation; Testing a sample of random journal entries posted throughout the year which did not meet any specific risk criteria, to address the risk of fraud within journals that did not meet our risk criteria and Assessing significant estimates made by management for bias including a review of the underlying assumptions incorporated into the bad debt provisions. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.2026-07-31 2026-07-31 Turnover represents income from initial franchise fees and recurring royalty fees receivable from franchises of the Company and commissions from Partners for business development activities involving Partner products sold within Toni & Guy salons and academies. Franchise fees are recognised evenly over the period of the franchise arrangement. All other fees are recognised over the period the service is provided. Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that: The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax balances are not discounted.Tangible assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis: The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income. The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the Statement of Comprehensive Income during the period in which they are incurred.Subsequent to the year end, on 6 July 2026, C F Mascolo resigned as a director of the Company, and on 10 July 2026, P P Mascolo resigned as a director of the Company. On 2 June 2026, S M Mascolo-Tarbuck became the ultimate beneficial owener of Toni & Guy Group Limited, the ultimate parent of Essensuals Group Limited. On 15 July 2026, D Fitzgerald was appointed as a director. There have been no other post balance sheet events affecting the Company since the year end.Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:•The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and•Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.Deferred tax balances are not discounted.false true true true true The Company has no employees other than the directors 0 0 G S Samson R W L Berrow 2025-05-06 2025-04-24 straight line P R Mascolo 2025-05-06 The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.true Toni & Guy Group Limited 2024-09-01 03468707 2024-09-01 2025-08-31 03468707 1 2024-09-01 2025-08-31 03468707 d:SmallCompaniesRegimeForAccounts 2024-09-01 2025-08-31 03468707 d:SmallCompaniesRegimeForDirectorsReport 2024-09-01 2025-08-31 03468707 d:S-OtherServiceActivities 2024-09-01 2025-08-31 03468707 e:EnglandWales 2024-09-01 2025-08-31 03468707 c:CostValuation c:Non-currentFinancialInstruments 2024-08-31 03468707 c:CostValuation c:Non-currentFinancialInstruments 2025-08-31 03468707 c:ProvisionsForImpairmentInvestments c:Non-currentFinancialInstruments 2025-08-31 03468707 c:ProvisionsForImpairmentInvestments c:Non-currentFinancialInstruments 2024-08-31 03468707 2023-09-01 2024-08-31 03468707 2025-08-31 03468707 2024-08-31 03468707 2023-08-31 03468707 1 2024-09-01 2025-08-31 03468707 d:CompanySecretary1 2024-09-01 2025-08-31 03468707 d:CompanySecretary2 2024-09-01 2025-08-31 03468707 d:CompanySecretary1 2025-08-31 03468707 d:CompanySecretary2 2025-08-31 03468707 d:Director1 2024-09-01 2025-08-31 03468707 d:Director1 2025-08-31 03468707 d:Director2 2024-09-01 2025-08-31 03468707 d:Director2 2025-08-31 03468707 d:Director3 2024-09-01 2025-08-31 03468707 d:Director3 2025-08-31 03468707 d:Director4 2024-09-01 2025-08-31 03468707 d:Director5 2024-09-01 2025-08-31 03468707 d:Director5 2025-08-31 03468707 d:RegisteredOffice 2024-09-01 2025-08-31 03468707 c:LandBuildings c:ShortLeaseholdAssets 2025-08-31 03468707 c:LandBuildings c:ShortLeaseholdAssets 2024-08-31 03468707 c:LandBuildings c:ShortLeaseholdAssets 2024-09-01 2025-08-31 03468707 c:MotorVehicles 2025-08-31 03468707 c:MotorVehicles 2024-08-31 03468707 c:FurnitureFittings 2025-08-31 03468707 c:FurnitureFittings 2024-08-31 03468707 c:CurrentFinancialInstruments 2024-09-01 2025-08-31 03468707 c:CurrentFinancialInstruments 2025-08-31 03468707 c:CurrentFinancialInstruments c:ImpairmentChargeRelease 2025-08-31 03468707 c:CurrentFinancialInstruments c:ImpairmentChargeRelease 2024-08-31 03468707 c:CurrentFinancialInstruments 2024-08-31 03468707 c:ReportableOperatingSegment1 2024-09-01 2025-08-31 03468707 c:ReportableOperatingSegment1 2023-09-01 2024-08-31 03468707 c:ReportableOperatingSegment2 2024-09-01 2025-08-31 03468707 c:ReportableOperatingSegment3 2024-09-01 2025-08-31 03468707 c:ReportableOperatingSegment3 2023-09-01 2024-08-31 03468707 c:ReportableOperatingSegment4 2024-09-01 2025-08-31 03468707 c:ReportableOperatingSegment4 2023-09-01 2024-08-31 03468707 e:OtherCountriesRegions 2024-09-01 2025-08-31 03468707 e:OtherCountriesRegions 2023-09-01 2024-08-31 03468707 c:UKTax 2024-09-01 2025-08-31 03468707 c:UKTax 2023-09-01 2024-08-31 03468707 c:ForeignTax 2024-09-01 2025-08-31 03468707 c:ForeignTax 2023-09-01 2024-08-31 03468707 c:ShareCapitalOrdinaryShares 2024-09-01 2025-08-31 03468707 c:ShareCapitalOrdinaryShares 2025-08-31 03468707 c:ShareCapitalOrdinaryShares 2024-08-31 03468707 c:ShareCapitalOrdinaryShares 2023-08-31 03468707 c:RetainedEarningsAccumulatedLosses 2024-09-01 2025-08-31 03468707 c:RetainedEarningsAccumulatedLosses 2025-08-31 03468707 c:RetainedEarningsAccumulatedLosses 2023-09-01 2024-08-31 03468707 c:RetainedEarningsAccumulatedLosses 2024-08-31 03468707 c:RetainedEarningsAccumulatedLosses 2023-08-31 03468707 d:FRS102 2024-09-01 2025-08-31 03468707 d:Audited 2024-09-01 2025-08-31 03468707 d:FullAccounts 2024-09-01 2025-08-31 03468707 d:PrivateLimitedCompanyLtd 2024-09-01 2025-08-31 03468707 c:Associate1 2024-09-01 2025-08-31 03468707 f:PoundSterling 2024-09-01 2025-08-31 xbrli:shares iso4217:GBP xbrli:shares iso4217:GBP xbrli:pure

| Essensuals Group Limited
| Report and Financial Statements
| Year Ended
| 31 August 2025
| Company Number 03468707
Essensuals Group Limited
Company Information
Directors | S M Mascolo-Tarbuck
| D Fitzgerald (appointed 15 July 2026)
Company secretary | G S Samson (appointed 6 May 2025) R W L Berrow (resigned 24 April 2025)
Registered number | 03468707
Registered office | Berkeley House
| Amery Street
| Alton
| Hampshire
| GU34 1HN
Independent auditor | BDO LLP
| 55 Baker Street
| London
| W1U 7EU
Essensuals Group Limited
Contents
| Page(s)
Directors' Report | 1 - 3
Independent Auditor's Report | 4 - 8
Statement of Comprehensive Income | 9
Balance Sheet | 10
Statement of Changes in Equity | 11
Notes to the Financial Statements | 12 - 21
Essensuals Group Limited
Directors' Report for the Year Ended 31 August 2025 The directors present their report together with the audited financial statements of Essensuals Group Limited (the "Company") for the year ended 31 August 2025.
Principal activity
The Company is engaged in the provision of hairdressing services and the promotion and administration of hairdressing franchises using the Essensuals name. The Company continues to operate franchise salons overseas, principally in India, but also in China, South Korea, the Netherlands, Singapore and Pakistan. It is the Company’s intention to continue to develop and support these markets in the future with particular focus on markets outside of Europe.
Results and dividends
The profit for the year, after taxation, amounted to £179,459 (2024 - £159,851). No interim dividends (2024 - £Nil) were declared during the year. The directors do not recommend payment of a final dividend (2024 - £Nil).
Directors
The directors who served during the year were:
C F Mascolo (resigned 6 July 2026)
P P Mascolo (resigned 10 July 2026) P R Mascolo (resigned 6 May 2025)
S M Mascolo-Tarbuck
Directors' responsibilities statement
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies 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; and ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. 1
Essensuals Group Limited
Directors' Report (continued) for the Year Ended 31 August 2025 Directors' responsibilities statement (continued) 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.
Going concern
Further information in this regard is provided in note 2.2 to these financial statements, including the basis on which the Board have concluded that it remains appropriate to adopt the going concern basis of preparation. Post balance sheet events Subsequent to the year end, on 6 July 2026, C F Mascolo resigned as a director of the Company, and on 10 July 2026, P P Mascolo resigned as a director of the Company. On 2 June 2026, S M Mascolo-Tarbuck became the ultimate beneficial owener of Toni & Guy Group Limited, the ultimate parent of Essensuals Group Limited. On 15 July 2026, D Fitzgerald was appointed as a director. There have been no other post balance sheet events affecting the Company since the year end.
Qualifying third-party indemnity provisions
Qualifying third party indemnity provisions for the benefit of the directors were in force during the year under review and remain in force at the date of approval of the Directors' Report and financial statements.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the directors are aware, there is no relevant audit information of which the Company's auditor is unaware; and ∙the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Auditor
The auditor, BDO LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Small companies note
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. 2
Essensuals Group Limited
Directors' Report (continued) for the Year Ended 31 August 2025 This report was approved by the Board and signed on its behalf by:
................................................ S M Mascolo-Tarbuck Director
Date: 31 July, 2026
3
Essensuals Group Limited
Independent Auditor's Report to the Members of Essensuals Group Limited Opinion In our opinion, the financial statements: ∙give a true and fair view of the state of the Company’s affairs as at 31 August 2025 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of Essensuals Group Limited (“the Company”) for the year ended 31 August 2025 which comprise of the following:
The Statement of Comprehensive Income;
The Balance Sheet;
The Statement of Changes in Equity;
Notes to the Financial Statements; and
A summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence 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. 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company's ability to continue as a going concern. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. 4
Essensuals Group Limited
Independent Auditor's Report to the Members of Essensuals Group Limited (continued) Other information The Directors are responsible for the other information. The other information comprises the information included in the Report and Financial Statements, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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. Other Companies Act 2006 reporting In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors’ report have been prepared in accordance with applicable legal requirements. 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 Directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of Directors’ remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. Responsibilities of directors As explained more fully in the Directors' responsibilities statement, 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. 5
Essensuals Group Limited
Independent Auditor's Report to the Members of Essensuals Group Limited (continued) 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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management. Extent to which the audit was capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Non-compliance with laws and regulations Based on: ∙Our understanding of the Company and the industry in which it operates; ∙Discussion with management, and in-house legal counsel; and ∙Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and regulations. We considered the significant laws and regulations to be the Companies Act 2006, FRS 102, and UK tax legislation. The Company also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the Data Protection Act 2018, UK health and safety legislation, and UK employee legislation. Our procedures in respect of the above included: ∙Enquiries of management whether there were any litigations and claims; ∙Enquiries of in-house legal staff of the Company; ∙Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations; ∙Review of financial statement disclosures and agreeing to supporting documentation; and ∙Review of legal expenditure accounts to understand the nature of expenditure incurred. 6
Essensuals Group Limited
Independent Auditor's Report to the Members of Essensuals Group Limited (continued) Auditor's responsibilities for the audit of the financial statements (continued) Extent to which the audit was capable of detecting irregularities, including fraud (continued) Fraud We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included: ∙Enquiry with management and those charged with governance regarding any known or suspected instances of fraud; ∙Obtaining an understanding of the Company’s policies and procedures relating to: °Detecting and responding to the risks of fraud; and °Internal controls established to mitigate risks related to fraud. ∙Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud; ∙Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and ∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud. Based on our risk assessment, we considered the areas most susceptible to fraud to be improper revenue recognition and management override of controls. Our procedures in respect of the above included: ∙Testing a sample of journal entries throughout the year, which met defined risk criteria, including unusual journal combinations within revenue, by agreeing to supporting documentation; ∙Testing a sample of random journal entries posted throughout the year which did not meet any specific risk criteria, to address the risk of fraud within journals that did not meet our risk criteria and ∙Assessing significant estimates made by management for bias including a review of the underlying assumptions incorporated into the bad debt provisions. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of our report This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. 7
Essensuals Group Limited
Independent Auditor's Report to the Members of Essensuals Group Limited (continued) Ed Green-Wilkinson (Senior Statutory Auditor) For and on behalf of BDO LLP, Statutory Auditor London, UK Date:31 July, 2026 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). 8
Essensuals Group Limited
Statement of Comprehensive Income for the Year Ended 31 August 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 269,406 | 255,490
Cost of sales |  | - | (4,713)
Gross profit |  | 269,406 | 250,777
Administrative expenses |  | (66,969) | (66,037)
Other operating income | 5 | 364 | 4,754
Operating profit |  | 202,801 | 189,494
Income from shares in group undertakings | 8 | 5,200 | 3,900
Profit before tax |  | 208,001 | 193,394
Taxation | 9 | (28,542) | (33,543)
Profit for the financial year |  | 179,459 | 159,851
All amounts relate to continuing operations. There was no other comprehensive income for 2025 (2024 - £Nil).
The notes on pages 12 to 21 form part of these financial statements.
9
Essensuals Group Limited Registered number: 03468707
Balance Sheet as at 31 August 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 10 |  | - |  | -
Investments | 11 |  | - |  | -
Current assets |  |  |  |  |
Debtors | 12 | 81,367 |  | 56,036 |
Cash at bank and in hand |  | 6,881 |  | 21,120 |
|  | 88,248 |  | 77,156 |
Creditors: amounts falling due within one year | 13 | (3,315,432) |  | (3,483,799) |
Net current liabilities |  |  | (3,227,184) |  | (3,406,643)
Net liabilities |  |  | (3,227,184) |  | (3,406,643)
Capital and reserves |  |  |  |  |
Called up share capital | 14 |  | 122,000 |  | 122,000
Profit and loss account | 15 |  | (3,349,184) |  | (3,528,643)
|  |  | (3,227,184) |  | (3,406,643)
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements were approved and authorised for issue by the Board and were signed on its behalf by:
................................................ S M Mascolo-Tarbuck
Director
Date: 31 July, 2026
The notes on pages 12 to 21 form part of these financial statements. 10
Essensuals Group Limited
Statement of Changes in Equity for the Year Ended 31 August 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 September 2024 | 122,000 | (3,528,643) | (3,406,643)
Comprehensive income for the year |  |  |
Profit for the year | - | 179,459 | 179,459
At 31 August 2025 | 122,000 | (3,349,184) | (3,227,184)
Statement of Changes in Equity for the Year Ended 31 August 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 September 2023 | 122,000 | (3,688,494) | (3,566,494)
Comprehensive income for the year |  |  |
Profit for the year | - | 159,851 | 159,851
At 31 August 2024 | 122,000 | (3,528,643) | (3,406,643)
| The notes on pages 12 to 21 form part of these financial statements.
11
Essensuals Group Limited
Notes to the Financial Statements for the Year Ended 31 August 2025
1. | General information
Essensuals Group Limited is a private company, limited by shares, incorporated in England and Wales under the Companies Act 2006. The address of the registered office is stated on the Company Information page and the nature of the Company's operations and its principal activities are set out in the Directors' Report. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102 ("FRS 102"), the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
The Company’s business activities, together with its financial risk management are set out in the Directors' Report on page 1 of these financial statements. At 31 August 2025 the Company’s Balance Sheet showed net liabilities of £3.23m (2024 - £3.41m). However, £3.18m (2024 - £3.37m) is owed to other group entities. As the directors of Essensuals Group Ltd are also the directors of the other group entities and the ultimate parent company, Toni & Guy Group Limited, they have full control of how intercompany balances are managed. The Company is controlled and managed both internally and also within the wider operations of the Toni & Guy Group Limited group (the “Group”), which acts as a central treasury function, and whereby financial support is provided between group entities. The Group meets its day to day working capital requirements through use of its cash, overdraft and facilities provided by its ultimate controlling party. The wider Group continues to hold significant freehold property holdings in excess of £11m based on valuations carried out for the year ending August 2025. Essensuals Group Ltd performance is primarily driven by royalties received from foreign franchise partners. Essensuals Group’s key markets are India and Indonesia both of which have seen strong economic growth and increases in disposable income in recent years. The directors have considered the uncertainty around the UK economy, notably with inflation rates remaining higher than desired, the continued pressure on the cost of living for the general consumer and constrained discretionary expenditure compounded by upward input costs. Whilst all of these issues place pressure on profit margins, the directors look to negate them through competitive pricing, cost control and close working capital management. 12
Essensuals Group Limited
Notes to the Financial Statements for the Year Ended 31 August 2025 2.Accounting policies (continued)
| 2.2 | Going concern (continued)
In assessing the appropriateness of the going concern assumption, the directors have prepared detailed cash flow forecasts for the Company, which incorporate its response to the current UK global economic outlook, and considered these alongside those for the wider group, for the going concern period of 12 months from approval of these financial statements and also extending to 31 August 2027. The Company and Group management have taken the opportunity to accelerate certain elements of its business plan and are now operating with closer visibility and control of operating KPIs notably revenue growth, payroll productivity and debtor days. However, not all impacts can be mitigated and as such these are reflected in the Company's and wider group's forecasts. The ability of the Company to continue as a going concern is dependent on continued access to current bank facilities which are not yet in the form of term loans and bear the normal recall risk of overdraft facilities. However, based on reasonable sensitivities applied to the Company's and Group's forecasts, the board have concluded that the Company and Group will be able to continue to operate within existing facilities for the foreseeable future and have not identified a material uncertainty in this regard. Notwithstanding the ongoing uncertainties, based on forecasts, with significant financial and operational adjustments particularly around cost control, working capital management, and ongoing commitment of support by the principal shareholder, and the Group to not recall amounts due to the principal shareholder or other companies in the Group, the Company’s directors, and the Group’s board have concluded that the Group and the Company, will remain solvent in the meantime and therefore will continue as a going concern for 12 months following the date of approval of the financial statements. On this basis, the going concern basis has been applied in preparing these financial statements. The financial statements do not include the adjustments that would result if the Company were unable to continue as a going concern.
| 2.3 | Turnover
Turnover represents income from initial franchise fees and recurring royalty fees receivable from franchises of the Company and commissions from Partners for business development activities involving Partner products sold within Toni & Guy salons and academies. Franchise fees are recognised evenly over the period of the franchise arrangement. All other fees are recognised over the period the service is provided. Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
| 2.4 | Taxation
Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the countries where the Company operates and generates income. 13
Essensuals Group Limited
Notes to the Financial Statements for the Year Ended 31 August 2025 2.Accounting policies (continued)
| 2.4 | Taxation (continued)
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax balances are not discounted.
| 2.5 | Tangible assets
Tangible assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Short leasehold property | - | Over the period of the lease
|  |  |  | Motor vehicles | - | 20% - 33% per annum
|  |  |  | Fixtures fittings and equipment | - | 20% - 33% per annum
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income. The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the Statement of Comprehensive Income during the period in which they are incurred.
| 2.6 | Debtors
Short-term debtors are measured at transaction price, less any impairment. 14
Essensuals Group Limited
Notes to the Financial Statements for the Year Ended 31 August 2025 2.Accounting policies (continued)
| 2.7 | Cash at bank and in hand
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.8 | Creditors
Short-term creditors are measured at the transaction price.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In preparing these financial statements, the directors have had to make the following judgements: ∙Debtors provisions for impairment (see note 12) The most critical estimates, assumptions and judgements relate to the determination of carrying value of debtors at amortised cost less any provisions for impairment. In determining this amount, the Company applies the overriding concept that fair value is the amount for which an asset can be exchanged between knowledgeable willing parties in arm‘s length transaction. The nature, facts and circumstance of the debtor and expected recoverability of the debtor balances drives the valuation methodology. ∙Revenue recognition (see note 4) Significant estimates, assumptions and judgements are also made surrounding revenue recognition and in particular the deferral of revenue recognition where recovery was at the point of sale and subsequently deemed less than probable. Management assesses inappropriate revenue recognition of these items within their assessment of debtor recoverability by identification of sales made within the year where historically recovery of the debtor has been deemed unlikely.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Royalties income | 174,437 | 177,309
| Other income | 20,944 | -
| Franchise fee income | 68,998 | 68,926
| Commission income | 5,027 | 9,255
|  | 269,406 | 255,490
| Included in the above royalties, £Nil (2024 - £Nil) was derived from the rest of Europe and £174,437 (2024 - £177,309) was derived from the rest of the world.
15
Essensuals Group Limited
Notes to the Financial Statements for the Year Ended 31 August 2025
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating income | 364 | 4,754
6. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements | 52,446 | 46,200
| Fees payable to the Company's auditor for other non-audit services | 38,227 | 43,554
7. | Employees
| The Company has no employees other than the directors, who did not receive any remuneration (2024 - £Nil).
8. | Income from shares in group undertakings
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Income from shares in group undertakings | 5,200 | 3,900
9. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 28,542 | 30,688
| Total corporation tax | 28,542 | 30,688
| Double taxation relief | (28,542) | (30,688)
|  | - | -
| Foreign taxation | 28,542 | 33,543
| Tax on profit | 28,542 | 33,543
16
Essensuals Group Limited
Notes to the Financial Statements for the Year Ended 31 August 2025 9.Taxation (continued)
| Factors affecting tax charge for the year The tax assessed for the year differs from (2024 - differs from) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit before tax | 208,001 | 193,394
| Profit multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 52,000 | 48,349
| Effects of: |  |
| Expenses not deductible for tax purposes | 1,000 | 188
| Exempt ABGH distributions | (1,300) | (975)
| Group relief claimed | (23,050) | (16,741)
| Foreign tax credits | - | 2,855
| Movement in deferred tax not recognised | (108) | (133)
| Total tax charge for the year | 28,542 | 33,543
Factors that may affect future tax charges There are no factors that may affect future tax charges. 17
Essensuals Group Limited
Notes to the Financial Statements for the Year Ended 31 August 2025
10. | Tangible assets
|  | Short leasehold property | Motor vehicles | Fixtures and fittings | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 September 2024 | 8,700 | 14,309 | 2,637 | 25,646
| At 31 August 2025 | 8,700 | 14,309 | 2,637 | 25,646
| Depreciation |  |  |  |
| At 1 September 2024 | 8,700 | 14,309 | 2,637 | 25,646
| At 31 August 2025 | 8,700 | 14,309 | 2,637 | 25,646
| Net book value |  |  |  |
| At 31 August 2025 | - | - | - | -
| At 31 August 2024 | - | - | - | -
18
Essensuals Group Limited
Notes to the Financial Statements for the Year Ended 31 August 2025
11. | Fixed asset investments
|  | Associated undertakings
|  | £
| Cost |
| At 1 September 2024 | 26
| At 31 August 2025 | 26
| Impairment |
| At 1 September 2024 | 26
| At 31 August 2025 | 26
| Net book value |
| At 31 August 2025 | -
| At 31 August 2024 | -
| Associates The following was an associate of the Company:
| Name | Registered office | Holding
| Dorking Hairdressing Limited | England and Wales | 26%
The principal activity of the above Company is that of hairdressing and the promotion of hairdressing products. The registered office address can be obtained from the directors of the Company. 19
Essensuals Group Limited
Notes to the Financial Statements for the Year Ended 31 August 2025
12. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 21,818 | 40,830
| Amounts owed by associates | 18,867 | -
| Other debtors | 39,881 | 15,206
| Prepayments and accrued income | 801 | -
|  | 81,367 | 56,036
| All amounts shown under debtors fall due for payment within one year. Amounts owed by associates are unsecured, interest free and repayable on demand. The impairment reversal that has been recognised in the Statement of Comprehensive Income for the year in respect of bad and doubtful debtors was £18,345 (2024 - expense of £2,555).
13. | Creditors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 4,139 | 239
| Amounts owed to group undertakings | 3,181,512 | 3,374,914
| Amounts owed to associates | - | 2,001
| Other creditors | 14,867 | -
| Accruals and deferred income | 114,914 | 106,645
|  | 3,315,432 | 3,483,799
| Amounts owed to group undertakings and associates are unsecured, interest free and repayable on demand.
14. | Called up share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 122,000 ordinary shares of £1.00 each | 122,000 | 122,000
| The Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.
20
Essensuals Group Limited
Notes to the Financial Statements for the Year Ended 31 August 2025
15. | Reserves
The Company's capital and reserves are as follows: Called up share capital Called up share capital represents the nominal value of the shares issued. Profit and loss account Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
16. | Related party transactions
| The Company has taken advantage of the exemption available under paragraph 33.1A of the Financial Reporting Standard 102 not to disclose transactions with other wholly owned members of the Group.
17. | Post balance sheet events
Subsequent to the year end, on 6 July 2026, C F Mascolo resigned as a director of the Company, and on 10 July 2026, P P Mascolo resigned as a director of the Company. On 2 June 2026, S M Mascolo-Tarbuck became the ultimate beneficial owener of Toni & Guy Group Limited, the ultimate parent of Essensuals Group Limited. On 15 July 2026, D Fitzgerald was appointed as a director. There have been no other post balance sheet events affecting the Company since the year end.
18. | Controlling party
As at 31 August 2025, the ultimate parent company was Toni & Guy Group Limited. The immediate parent company was Toni & Guy International Limited. Toni & Guy Group Limited is the smallest and largest group of which the Company is a member and for which consolidated financial statements are prepared. From 2 June 2026, the ultimate controlling party is S M Mascolo-Tarbuck. During the financial year and prior to 2 June 2026, the ultimate controlling party was P R Mascolo. Copies of the consolidated financial statements of Toni & Guy Group Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ.
21