Caseware UK (AP4) 2024.0.164 2024.0.164 2025-05-06Each 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.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.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; 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.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.Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.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.R W L Berrow2025-04-24G S Samson2025-05-06The 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.trueSubsidiaries of the Toni & Guy GroupAssociates of the Toni & Guy GrouptrueToni & Guy Group Limited00true2024-09-01falsetrue 02388018 2024-09-01 2025-08-31 02388018 c:OtherGroupMember2 2024-09-01 2025-08-31 02388018 c:OtherGroupMember2 2023-09-01 2024-08-31 02388018 c:OtherGroupMember1 2024-09-01 2025-08-31 02388018 c:OtherGroupMember1 2023-09-01 2024-08-31 02388018 5 2024-09-01 2025-08-31 02388018 d:SmallCompaniesRegimeForDirectorsReport 2024-09-01 2025-08-31 02388018 d:SmallCompaniesRegimeForAccounts 2024-09-01 2025-08-31 02388018 e:EnglandWales 2024-09-01 2025-08-31 02388018 d:K-FinancialInsuranceActivities 2024-09-01 2025-08-31 02388018 d:M-ProfessionalScientificTechnicalActivities 2024-09-01 2025-08-31 02388018 c:UltimateParent c:ManagementRechargesServices 2024-09-01 2025-08-31 02388018 c:UltimateParent c:ManagementRechargesServices 2023-09-01 2024-08-31 02388018 c:OtherGroupMember2 c:FeesCommissionIncomeTransactions 2024-09-01 2025-08-31 02388018 c:OtherGroupMember2 c:FeesCommissionIncomeTransactions 2023-09-01 2024-08-31 02388018 c:OtherGroupMember2 c:TransfersUnderLicenceArrangementsRoyalties 2024-09-01 2025-08-31 02388018 c:OtherGroupMember2 c:TransfersUnderLicenceArrangementsRoyalties 2023-09-01 2024-08-31 02388018 c:OtherGroupMember1 c:TransfersUnderLicenceArrangementsRoyalties 2024-09-01 2025-08-31 02388018 c:OtherGroupMember1 c:TransfersUnderLicenceArrangementsRoyalties 2023-09-01 2024-08-31 02388018 2023-09-01 2024-08-31 02388018 2025-08-31 02388018 2024-08-31 02388018 2023-08-31 02388018 1 2024-09-01 2025-08-31 02388018 d:CompanySecretary1 2024-09-01 2025-08-31 02388018 d:CompanySecretary2 2024-09-01 2025-08-31 02388018 d:CompanySecretary2 2025-08-31 02388018 d:CompanySecretary1 2025-08-31 02388018 d:Director1 2024-09-01 2025-08-31 02388018 d:Director1 2025-08-31 02388018 d:Director2 2024-09-01 2025-08-31 02388018 d:Director2 2025-08-31 02388018 d:Director3 2024-09-01 2025-08-31 02388018 d:Director3 2025-08-31 02388018 d:Director4 2024-09-01 2025-08-31 02388018 d:Director5 2024-09-01 2025-08-31 02388018 d:Director5 2025-08-31 02388018 d:RegisteredOffice 2024-09-01 2025-08-31 02388018 c:ComputerSoftware 2025-08-31 02388018 c:ComputerSoftware 2024-08-31 02388018 c:CurrentFinancialInstruments 2025-08-31 02388018 c:CurrentFinancialInstruments c:ImpairmentCharge 2025-08-31 02388018 c:CurrentFinancialInstruments 2024-09-01 2025-08-31 02388018 c:CurrentFinancialInstruments 2024-08-31 02388018 c:CurrentFinancialInstruments c:ImpairmentCharge 2024-08-31 02388018 c:ReportableOperatingSegment1 2024-09-01 2025-08-31 02388018 c:ReportableOperatingSegment1 2023-09-01 2024-08-31 02388018 c:ReportableOperatingSegment2 2024-09-01 2025-08-31 02388018 c:ReportableOperatingSegment2 2023-09-01 2024-08-31 02388018 c:ReportableOperatingSegment3 2024-09-01 2025-08-31 02388018 c:ReportableOperatingSegment3 2023-09-01 2024-08-31 02388018 c:ShareCapitalOrdinaryShares 2024-09-01 2025-08-31 02388018 c:ShareCapitalOrdinaryShares 2025-08-31 02388018 c:ShareCapitalOrdinaryShares 2024-08-31 02388018 c:ShareCapitalOrdinaryShares 2023-08-31 02388018 c:RetainedEarningsAccumulatedLosses 2024-09-01 2025-08-31 02388018 c:RetainedEarningsAccumulatedLosses 2025-08-31 02388018 c:RetainedEarningsAccumulatedLosses 2023-09-01 2024-08-31 02388018 c:RetainedEarningsAccumulatedLosses 2024-08-31 02388018 c:RetainedEarningsAccumulatedLosses 2023-08-31 02388018 d:FRS102 2024-09-01 2025-08-31 02388018 d:Audited 2024-09-01 2025-08-31 02388018 d:FullAccounts 2024-09-01 2025-08-31 02388018 d:PrivateLimitedCompanyLtd 2024-09-01 2025-08-31 02388018 c:WithinOneYear 2025-08-31 02388018 c:WithinOneYear 2024-08-31 02388018 c:BetweenOneFiveYears 2025-08-31 02388018 c:BetweenOneFiveYears 2024-08-31 02388018 c:MoreThanFiveYears 2025-08-31 02388018 c:MoreThanFiveYears 2024-08-31 02388018 1 2024-09-01 2025-08-31 02388018 f:PoundSterling 2024-09-01 2025-08-31 xbrli:shares iso4217:GBP xbrli:shares iso4217:GBP xbrli:pure















Toni & Guy Limited

Report and Financial Statements

Year Ended

31 August 2025





Company Number 02388018

 
Toni & Guy 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
02388018



Registered office
Berkeley House
Amery Street

Alton

Hampshire

GU34 1HN




Independent auditor
BDO LLP

55 Baker Street

London

W1U 7EU





 
Toni & Guy Limited
 


Contents



Page(s)
Directors' Report
1 - 2
Independent Auditor's Report
3 - 7
Statement of Comprehensive Income
8
Balance Sheet
9
Statement of Changes in Equity
10
Notes to the Financial Statements
11 - 20


 
Toni & Guy Limited
 

 
Directors' Report
for the Year Ended 31 August 2025

The directors present their report together with the audited financial statements of Toni & Guy Limited (the "Company") for the year ended 31 August 2025.

Principal activity

The Company is engaged in the promotion and administration of hairdressing salons in the United Kingdom with revenues principally comprising royalties and franchise fees from salons.

Results and dividends

The profit for the year, after taxation, amounted to £637,131 (2024 - £223,609).

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.

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 2006They 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.

1

 
Toni & Guy Limited
 

 
Directors' Report (continued)
for the Year Ended 31 August 2025

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 ulimate beneficial owner of Toni & Guy Group Limited, the ultimate parent company of Toni & Guy 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 LLPwill 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.

This report was approved by the Board and signed on its behalf by:
 




................................................
S M Mascolo-Tarbuck
Director

Date: 31 July 2026

2

 
Toni & Guy Limited
 

 
Independent Auditor's Report to the Members of Toni & Guy 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 Toni & Guy 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.
 
3

 
Toni & Guy Limited
 

 
Independent Auditor's Report to the Members of Toni & Guy 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.
 
4

 
Toni & Guy Limited
 

 
Independent Auditor's Report to the Members of Toni & Guy 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.
5

 
Toni & Guy Limited
 

 
Independent Auditor's Report to the Members of Toni & Guy 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:
οDetecting and responding to the risks of fraud; and 
οInternal 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;
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.
 
6

 
Toni & Guy Limited
 

 
Independent Auditor's Report to the Members of Toni & Guy Limited (continued)

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.




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).
7

 
Toni & Guy Limited
 

 
Statement of Comprehensive Income
for the Year Ended 31 August 2025

2025
2024
Note
£
£

  

Turnover
 4 
6,513,790
6,881,107

Cost of sales
  
(2,358,370)
(2,558,499)

Gross profit
  
4,155,420
4,322,608

Administrative expenses
  
(3,769,895)
(4,098,999)

Other operating income
 6 
251,606
-

Operating profit
 5 
637,131
223,609

Taxation
 9 
-
-

Profit for the financial year
  
637,131
223,609

All amounts relate to continuing operations.

There was no other comprehensive income for 2025 (2024 - £Nil).

The notes on pages 11 to 20 form part of these financial statements.

8

 
Toni & Guy Limited
Registered number: 02388018


Balance Sheet
as at 31 August 2025

2025
2024
Note
£
£

  

Current assets
  

Debtors
 11 
16,453,437
15,167,399

Cash at bank and in hand
  
36,151
48,469

  
16,489,588
15,215,868

Creditors: amounts falling due within one year
 12 
(20,842,498)
(20,205,909)

Net current liabilities
  
 
 
(4,352,910)
 
 
(4,990,041)

Net liabilities
  
(4,352,910)
(4,990,041)


Capital and reserves
  

Called up share capital 
 13 
100,000
100,000

Profit and loss account
 14 
(4,452,910)
(5,090,041)

  
(4,352,910)
(4,990,041)


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 11 to 20 form part of these financial statements.

9

 
Toni & Guy 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
100,000
(5,090,041)
(4,990,041)


Comprehensive income for the year

Profit for the year
-
637,131
637,131


At 31 August 2025
100,000
(4,452,910)
(4,352,910)



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
100,000
(5,313,650)
(5,213,650)


Comprehensive income for the year

Profit for the year
-
223,609
223,609


At 31 August 2024
100,000
(5,090,041)
(4,990,041)


The notes on pages 11 to 20 form part of these financial statements.

10

 
Toni & Guy Limited
 

 
Notes to the Financial Statements
for the Year Ended 31 August 2025

1.


General information

Toni & Guy 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 pages 1 to 2 of these financial statements.

At 31 August 2025 the Company’s Balance Sheet showed net liabilities of £4.35m (2024 - 4.99m). However, £19.94m (2024 - £19.11m) is owed to other group entities. As the directors of Toni & Guy 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.

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. 

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.
 
11

 
Toni & Guy Limited
 

 
Notes to the Financial Statements
for the Year Ended 31 August 2025

2.Accounting policies (continued)


2.2
Going concern (continued)

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, 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

Other operating income

Sales of gift vouchers are treated as future liabilities, and other operating income is recognised when the gift vouchers are redeemed against a later transaction or when gift vouchers expire, whichever is earlier.

12

 
Toni & Guy Limited
 

 
Notes to the Financial Statements
for the Year Ended 31 August 2025

2.Accounting policies (continued)

 
2.5

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.

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.

 
2.6

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment.

 
2.8

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. 

 
2.9

Creditors

Short-term creditors are measured at the transaction price.

13

 
Toni & Guy Limited
 

 
Notes to the Financial Statements
for the Year Ended 31 August 2025

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:

Determine whether there are indicators of impairment of the Company's intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

Other key sources of estimation uncertainty
 
Intangible assets (see note 10)
Intangible assets are amortised over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on the number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
 
Recoverability of debtors (see note 11) 
In assessing the recoverability of debtors, factors such as rate and extent of repayments including any payment plans in place are considered. Furthermore, with regard to the intercompany debtors, the net assets of the corresponding group undertaking are considered and enquiries of the group undertaking's directors are made in assessing recoverability.
 
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
£
£

Royalty income
6,013,059
6,403,354

Commission income
374,066
351,125

Franchise fee income
126,665
126,628

6,513,790
6,881,107


All turnover arose within the United Kingdom.

14

 
Toni & Guy Limited
 

 
Notes to the Financial Statements
for the Year Ended 31 August 2025

5.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Impairment of debtors
169,471
49,579


6.


Other operating income

2025
2024
£
£

Other operating income
251,606
-



7.


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 for the audit of the Company's
annual financial statements
76,920
68,250

Fees payable to the Company's auditor for other non-audit services
49,039
57,540


8.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £Nil).

15

 
Toni & Guy Limited
 

 
Notes to the Financial Statements
for the Year Ended 31 August 2025

9.


Taxation


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 of25% (2024 -25%). The differences are explained below:

2025
2024
£
£


Profit before tax
637,131
223,609


Profit multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
159,283
55,902

Effects of:


Expenses not deductible for tax purposes
11,134
46,216

Group relief claimed
(170,417)
(82,841)

Movement in deferred tax not recognised
-
(19,277)

Total tax charge for the year
-
-

Factors that may affect future tax charges

There are no factors that may affect future tax charges.

16

 
Toni & Guy Limited
 

 
Notes to the Financial Statements
for the Year Ended 31 August 2025

10.


Intangible assets




Computer software

£



Cost


At 1 September 2024
1,027,330



At 31 August 2025

1,027,330



Amortisation


At 1 September 2024
1,027,330



At 31 August 2025

1,027,330



Net book value



At 31 August 2025
-



At 31 August 2024
-




11.


Debtors

2025
2024
£
£


Trade debtors
314,969
351,907

Amounts owed by group undertakings
15,777,434
14,505,579

Amounts owed by associates
119,098
155,948

Prepayments and accrued income
241,936
153,965

16,453,437
15,167,399


All amounts shown under debtors fall due for payment within one year.

Amounts owed by group undertakings and associates are unsecured, interest free and repayable on demand. 

The impairment expense that has been recognised in the Statement of Comprehensive Income for the year in respect of bad and doubtful debtors was £169,471 (2024 - £49,579).

17

 
Toni & Guy Limited
 

 
Notes to the Financial Statements
for the Year Ended 31 August 2025

12.


Creditors: amounts falling due within one year

2025
2024
£
£

Trade creditors
22,040
29,612

Amounts owed to group undertakings
19,943,870
19,105,478

Amounts owed to associates
37,553
33,751

Other creditors
193,669
191,258

Accruals and deferred income
645,366
845,810

20,842,498
20,205,909


Amounts owed to group undertakings and associates are unsecured, interest free and repayable on demand.


13.


Called up share capital

2025
2024
£
£
Allotted, called up and fully paid



100,000 ordinary shares of £1.00 each
100,000
100,000

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.



14.


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.


15.


Contingent liabilities

The Company has given an unlimited cross guarantee to its immediate parent company, Mascolo Limited. Mascolo Limited as at 31 August 2025 has an overdraft payable on demand of £1,979,443 (2024 - £2,335,722).

18

 
Toni & Guy Limited
 

 
Notes to the Financial Statements
for the Year Ended 31 August 2025

16.


Commitments under operating leases

At 31 August 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
570,273
606,072

Later than 1 year and not later than 5 years
1,939,062
1,832,058

Later than 5 years
798,662
1,147,862

3,307,997
3,585,992

The above includes £366,104 (2024 - £416,441) of leases which are sublet to franchisees of the Company via other companies within the Group headed by Toni & Guy International Limited, which satisfies the commitment on behalf of the Company.


17.


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.

During the year, the Company made the following sales to related parties, including wholly owned members of the Group:

2025
2024
£
£

Subsidiaries of the Toni & Guy Group
Royalties
572,734
1,089,757
572,734
1,089,757
Associates of the Toni & Guy Group
Royalties
1,816,012
1,805,021
Franchise fees
7,000
23,100
1,823,012
1,828,121

Toni & Guy Limited was billed management charges from the Group of £3,409,546 (2024 - £3,938,442).
19

 
Toni & Guy Limited
 

 
Notes to the Financial Statements
for the Year Ended 31 August 2025

18.


Off balance sheet arrangements

In October 2013, Toni & Guy Limited entered into a Composite Accounting Agreement (The "Agreement") with Barclays Bank plc along with a number of entities within Toni & Guy Group Limited, whereby each participating Toni & Guy entity provided a guarantee to Barclays Bank plc. 

Under the terms of the Agreement and the guarantees, Barclays Bank plc is authorised to allow set-off for interest purposes and in certain circumstances to seize credit balances and apply them in reduction of liabilities including debit balances within the Composite Accounting System.

Since 2013 and ongoing into the financial year ending 31 August 2026, additional entities within the Toni & Guy Group were included under the Composite Accounting System thereby increasing the pooling of credit balances.


19.


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 ulimate beneficial owner of Toni & Guy Group Limited, the ultimate parent company of Toni & Guy 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.


20.


Controlling party

As at 31 August 2025 the ultimate parent company was Toni & Guy Group Limited. The immediate parent company was Mascolo LimitedToni & 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.
20