004572849_31_AUG

Toni & Guy Holdings 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	004572849


Registered office	Berkeley House
	Amery Street
	Alton
	Hampshire
	GU34 1HN


Independent auditor	BDO LLP
	55 Baker Street
	London
	W1U 7EU

Toni & Guy Holdings Limited

Contents


	Page(s)
Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditor's Report	5 - 8
Statement of Comprehensive Income	9
Balance Sheet	10
Statement of Changes in Equity	11
Notes to the Financial Statements	12 - 26

Toni & Guy Holdings Limited

Strategic Report

for the Year Ended 31 August 2025

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

Principal activity

The Company holds intellectual property and acts as an intermediate holding company.

Review of the business, post reporting date events and future developments

The Statement of Comprehensive Income is set out on page 9 and shows turnover for the year of £2,191,957 (2024 - £2,236,914), principally reflecting lower royalty income in the year. Turnover represents the main KPI for the Company. Otherwise, the Company monitors and controls administrative costs.

In the current year, the Company has made a further retained profit of £1.63m (2024 - £1.79m), a reduction consistent with the lower turnover in the year. This has nonetheless increased net assets to £29.2m (2024 - £27.6m) with strong net current assets of £28.7m (2024 - £27.1m).

There have been no changes in the Company's underlying activities in the year under review and none are anticipated despite the challenges of the current volatility in the UK economy.

Future developments

The Company is focused on managing the intellectual property of the wider group of Toni & Guy companies.

Principal risks and uncertainties

The Company primarily derives its income from royalties charged to wholly owned subsidiary companies Mascolo Limited and Toni & Guy Limited for use of intellectual property. The performance therefore of both Toni & Guy owned salons and franchises has an indirect impact on the performance of Toni & Guy Holdings Limited. The hairdressing market within the United Kingdom remains highly competitive and, to a point, reliant on discretionary consumer spend. This is reflected in part across the global hairdressing market, but the Group sees opportunities in territories that are commercially underdeveloped. The Toni & Guy brand name is one of the best known within the hairdressing industry and to maintain that profile, the wider Group focuses on salon staff education, customer service and pricing.

The business is therefore principally affected by the performance of the economy of the United Kingdom generally, and its impact on consumer confidence. Whilst there has been slightly more stability to the economy in recent months, there remains a high degree of consumer uncertainty which management looks to mitigate by focusing on education, customer service and pricing, as noted above.

The Company's credit risk is, to an extent, limited as its subsidiaries' performance is monitored for profitability, with profitable operations paying a percentage of their turnover to the Company as royalties. The major debtor of the Company is made up of amounts owed by group undertakings. The directors of Toni & Guy Holdings Limited are also the directors of the other group undertakings and the ultimate parent company, Toni & Guy Group Limited. They therefore have complete control over how intercompany debts are settled.

The Company has an indirect exposure to pricing risks through its relationship with Mascolo Limited and Toni & Guy Limited. To mitigate this risk, the management of both entities regularly review pricing to ensure the businesses remain competitive whilst protecting profitability. Cash flow and liquidity risks are limited as the Company does not perform operational activities.

Going concern

Further information in this regard is provided in note 2.3 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.

Toni & Guy Holdings Limited

Strategic 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

Toni & Guy Holdings Limited

Directors' Report

for the Year Ended 31 August 2025

The directors present their report together with the audited financial statements for the year ended 31 August 2025.

Business review

A review of the business and its principal risks and uncertainties is set out in the Strategic Report, on page 1 of these financial statements.

Results and dividends

The profit for the year, after taxation, amounted to £1,631,673 (2024 - £1,791,672).

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 Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

● select suitable accounting policies 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 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.

Toni & Guy Holdings Limited

Directors' Report (continued)

for the Year Ended 31 August 2025

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

On 15 July 2026, D Fitzgerald was appointed as a director.

Also subsequent to the year end, Pinstone (T2) Hairdressing Limited, a subsidiary of the Company, and Toni & Guy (Godalming) Limited, an associate of the Company, were dissolved.

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 a directors in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Matters covered in the strategic report

In line with FRS 102, certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report on pages 1 - 2.

Auditor

The auditor, BDO LLP, will be proposed for reappointment in accordance with section 485 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

Toni & Guy Holdings Limited

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

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.

Toni & Guy Holdings Limited

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

Other information (continued)

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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

● the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or 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.

Toni & Guy Holdings Limited

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

Auditor's responsibilities for the audit of the financial statement (continued)

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 including minimum wage policy.

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.

Toni & Guy Holdings Limited

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

Auditor's responsibilities for the audit of the financial statement (continued)

Fraud (continued)

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; and

● 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.

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.

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).

Toni & Guy Holdings Limited

Statement of Comprehensive Income

for the Year Ended 31 August 2025


		2025	2024
Note		£	£

Turnover	4	2,191,957	2,236,914
		_________	_________
Gross profit		2,191,957	2,236,914
Administrative expenses		(560,284)	(445,242)
		_________	_________
Operating profit	5	1,631,673	1,791,672
Tax on profit	7	-	-
		_________	_________
Profit for the financial year		1,631,673	1,791,672
		_________	_________

All amounts relate to continuing operations.

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

The notes on pages 12 to 26 form part of these financial statements.

Toni & Guy Holdings Limited

Registered number: 004572849

Balance Sheet

as at 31 August 2025


			2025		2024
Note			£		£
Fixed assets
Intangible assets	8		-		-
Investments	9		549,315		549,315
			_________		_________
			549,315		549,315
Current assets
Debtors	10	29,766,056		27,845,130
Cash at bank and in hand		1		1
		_________		_________
		29,766,057		27,845,131
Creditors: amounts falling due within one year	11	(1,080,410)		(791,157)
		_________		_________
Net current assets			28,685,647		27,053,974
			_________		_________
Net assets			29,234,962		27,603,289
			_________		_________

Capital and reserves
Called up share capital	12		549,351		549,351
Profit and loss account	13		28,685,611		27,053,938
			_________		_________
			29,234,962		27,603,289
			_________		_________

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 26 form part of these financial statements.

Toni & Guy Holdings 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	549,351	27,053,938	27,603,289
Comprehensive income for the year
Profit for the year	-	1,631,673	1,631,673
	_________	_________	_________
At 31 August 2025	549,351	28,685,611	29,234,962
	_________	_________	_________

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	549,351	25,262,266	25,811,617
Comprehensive income for the year
Profit for the year	-	1,791,672	1,791,672
	_________	_________	_________
At 31 August 2024	549,351	27,053,938	27,603,289
	_________	_________	_________

The notes on pages 12 to 26 form part of these financial statements.

Toni & Guy Holdings Limited

Notes to the Financial Statements

for the Year Ended 31 August 2025

General information

Toni & Guy Holdings 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 Strategic Report.

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 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 Company has taken advantage of the exemption conferred by S400 of the Companies Act 2006 not to produce consolidated financial statements as it is included in the consolidated accounts of a larger group, Toni & Guy Group Limited.

The following principal accounting policies have been applied:

2.2

Financial reporting standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

● the requirements of Section 7 Statement of Cash Flows;

● the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

● the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

● the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and

● the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Toni & Guy Group Limited as at 31 August 2025 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

Toni & Guy Holdings Limited

Notes to the Financial Statements

for the Year Ended 31 August 2025

Accounting policies (continued)

2.3

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 assets of £29.23m (2024 - £27.60m). However, £29.69m (2024 - £27.79m) is owed by other group entities.

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.

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.

Toni & Guy Holdings Limited

Notes to the Financial Statements

for the Year Ended 31 August 2025

Accounting policies (continued)

2.4

Turnover

Turnover represents royalties charged to other group companies at a rate of 25% on royalty income earned by those companies. Sales are recognised at invoiced amounts less value added tax. Turnover also includes royalty income on trademarks used by a third party, calculated at a percentage of sales made by the third party.

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

Investments

Fixed asset investments are stated at cost less provision for impairment.

2.8

Debtors

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

Toni & Guy Holdings Limited

Notes to the Financial Statements

for the Year Ended 31 August 2025

Accounting policies (continued)

2.9

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.

2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

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:

● Investments (see note 9)
Estimates, assumptions and judgements are applied in determining the carrying value of the Company's investments, which are measured at cost less impairment losses. Key factors in assessing whether an impairment is required include, the nature of each investment, the trading performance of the underlying investee's business, premises closures and the expected ability to realise future economic benefits. These factors drive management's judgement on whether the carrying amount should be reduced through an impairment charge. As these assessments rely on inherently uncertain information, actual outcomes may differ from the estimates made at the reporting date.

● Recoverability of debtors (see note 10)
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.


4.	Turnover
	An analysis of turnover by class of business is as follows:
		2025	2024
		£	£
	Royalty income	2,115,560	2,163,905
	Commission income	76,397	73,009
		_________	_________
		2,191,957	2,236,914
		_________	_________

All turnover arose within the United Kingdom.

Toni & Guy Holdings Limited

Notes to the Financial Statements

for the Year Ended 31 August 2025


5.	Auditors' 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	19,813	17,850
	Fees payable to the Company's auditors for other non-audit services	13,997	16,317
	Fees payable to the Company's auditor and its associates for the audit of the financial statements of other group entities	175,350	162,750
	Fees payable to the Company's auditors for other non-audit services provided to other group entities	179,782	117,180
		_________	_________

During the current year and prior year, the Company has borne audit and non-audit service fees on behalf of other group companies.

Employees

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

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


	2025	2024
	£	£
Profit before tax	1,631,673	1,791,672
	_________	_________
Profit multiplied by standard rate of corporation tax in the UK of 25% (2024 : 25%)	407,918	447,918
Effects of:
Expenses not deductible for tax purposes	2,094	2,053
Group relief claimed	(410,012)	(449,971)
	_________	_________
Total tax charge for the year	-	-
	_________	_________

Factors that may affect future tax charges

There are no factors that may affect future tax charges.

Toni & Guy Holdings Limited

Notes to the Financial Statements

for the Year Ended 31 August 2025


8.		Intangible assets
			Intellectual property rights
			£
	Cost
	At 1 September 2024		20,453,819
			_________
	At 31 August 2025		20,453,819
			_________
	Amortisation
	At 1 September 2024		20,453,819
			_________
	At 31 August 2025		20,453,819
			_________
	Net book value
	At 31 August 2025		-
			_________
	At 31 August 2024		-
			_________

Toni & Guy Holdings Limited

Notes to the Financial Statements

for the Year Ended 31 August 2025


9.	Fixed asset investments
		Investments in subsidiary companies
		£
Cost
At 1 September 2024		549,315
		_________
At 31 August 2025		549,315
		_________

Net book value
At 31 August 2025		549,315
		_________

At 31 August 2024		549,315
		_________

The investment balance includes 100% of the ordinary share capital of Mascolo Holdings Limited, a company registered in England and Wales.

The principal undertakings in which the Company held a controlling interest or significant influence at year end are as follows:

Subsidiary undertakings

The following were subsidiary undertakings of the Company:


0	0	0	0	0
	Name		Registered office	Holding %

	Mascolo Holdings Limited			100.00
	Mascolo Limited	*		100.00
	Birmingham (T) Hairdressing Limited	*		100.00
	Bluewater (T) Hairdressing Limited	*		100.00
	Brighton (T) Hairdressing Limited	*		100.00
	Covent Garden (T) Hairdressing Limited	*		100.00
	Crouch End (T2) Hairdressing Limited	*		100.00
	Dorchester (T2) Hairdressing Limited	*		100.00
	Eastbourne (T) Hairdressing Limited	*		80.00
	Edinburgh (T) Hairdressing Limited	*	Scotland	100.00
	Elmgrove Hairdressing Limited	*	Scotland	100.00
	Gloucester Road (T) Hairdressing Limited	*		100.00
	Hair & Beauty (China) Limited	*	Hong Kong	100.00
	lnnovia Design Limited	*		100.00
	Islington (T) Hairdressing Limited	*		100.00

Toni & Guy Holdings Limited

Notes to the Financial Statements

for the Year Ended 31 August 2025

Fixed asset investments (continued)

Subsidiary undertakings (continued)


0	0	0	0	0
	Name		Registered office	Holding %

	Kensington (T) Hairdressing Limited	*		100.00
	Leeds Albion Place (T) Hairdressing Limited	*		100.00
	London (T) Academy Limited	*		100.00
	Mascolo International BV	*	Netherlands	100.00
	Newcastle Under Lyme (T) Hairdressing Limited	*		77.00
	Newmarket (T2) Hairdressing Limited	*		100.00
	North Audley Street (T) Hairdressing Limited	*		100.00
	Peascod (T) Hairdressing Limited	*		100.00
	Pinstone (T2) Hairdressing Limited	*		100.00
	Richmond (T) Hairdressing Limited	*		100.00
	Shoreditch (T) Hairdressing Limited	*		100.00
	Shrewsbury (T2) Hairdressing Limited	*		100.00
	Sloane Square (T) Hairdressing Limited	*		100.00
	Toni & Guy (China) Limited	*	Hong Kong	50.00
	Toni & Guy (Harrow) Limited	*		100.00
	Toni & Guy (Ireland) Limited	*	Ireland	50.00
	Toni & Guy (Lease Sudbury) Limited	*		100.00
	Toni & Guy (South East) Limited	*		100.00
	Toni & Guy (South) Limited	*		100.00
	Toni & Guy Australia PTY Limited	*	Australia	50.00
	Toni & Guy Careers PTY Ltd	*	Australia	50.00
	Toni & Guy Cotton Tree No.2 PTY Ltd	*	Australia	50.00
	Toni & Guy Leasing PTY Ltd	*	Australia	50.00
	Toni & Guy Limited	*		100.00
	Toni & Guy North Adelaide PTY Ltd	*	Australia	50.00
	Toni & Guy North Limited	*		100.00
	Toni & Guy St Kilda No3 PTY Ltd	*	Australia	50.00
	Toni & Guy Park St PTY Ltd	*	Australia	50.00
	Toni & Guy UK Training Limited	*		100.00
	Watford (T) Hairdressing Limited	*		100.00
	Westfield (T) Hairdressing Limited	*		100.00
	Wigmore Street (T) Hairdressing Limited	*		100.00
	Wimbledon (T) Hairdressing Limited	*		100.00

*asterisk indicates where held indirectly.

The following subsidiaries have been dissolved in the year:

● Durham (T) Hairdressing Limited;

● Farringdon (T2) Hairdressing Limited;

● Marlborough (T) Hairdressing Limited;

● Mascolo Support Systems Limited;

● South Kensington (T) Hairdressing Limited; and

● Victoria (T) Hairdressing Limited.

The following subsidiaries have been disposed/liquidated in the year:

● Camberley (T) Hairdressing Limited;

● Norwich (T2) Hairdressing Limited (formally known as Hertford (T2) Hairdressing Limited); and

● Spearing & Sons (Booking Solutions) Limited.

Toni & Guy Holdings Limited

Notes to the Financial Statements

for the Year Ended 31 August 2025

Fixed asset investments (continued)

Associates

The following were associates of the Company:


0	0	0	0	0
	Name		Registered office	Holding %

	Basildon Hairdressing Limited	*		26.00
	Bath (T2) Hairdressing Limited	*		26.00
	Bath (T) Hairdressing Limited	*		26.00
	Billericay (T) Hairdressing Limited	*		26.00
	Birmingham (T2) Hairdressing Limited	*		25.00
	Blackpool (T) Hairdressing Limited	*		26.00
	BNMS (High Wycombe) Limited	*		22.00
	Bow Lane (T) Hairdressing Limited	*		50.00
	Bristol (T) Hairdressing Limited	*		20.00
	Canary Wharf (T) Hairdressing Limited	*		50.00
	Celestial, A.S.	*	Czech Republic	26.00
	Chichester (T) Hairdressing Limited	*		49.00
	Clapham (T) Hairdressing Limited	*		35.00
	Connee Law PTE LTD	*	Singapore	13.00
	Croydon (T) Hairdressing Limited	*		26.00
	DAKUZA s.r.o.	*	Slovakia	7.80
	Deansgate (T) Hairdressing Limited	*		20.00
	Didsbury (T) Hairdressing Limited	*		26.00
	Ealing (T) Hairdressing Limited	*		49.33
	EDB Hairdressing Limited	*		25.00
	Epsom (T) Hairdressing Limited	*		50.00
	Essensuals Orchard PTE Limited	*	Singapore	6.76
	Hertford (T) Hairdressing Limited	*		26.00
	Hitchin (T2) Hairdressing Limited	*		49.90
	Hull (T) Hairdressing Limited	*		49.00
	Kingston (T2) Hairdressing Limited	*		26.00
	Leatherhead (T2) Hairdressing Limited	*		25.00
	Lincoln (T2) Hairdressing Limited	*		26.00
	Liverpool (T) Hairdressing Limited	*		49.00
	Mascolo & Styles LLP	*		50.00
	Mascolo Styles Limited	*		50.00
	Maidstone (T) Hairdressing Limited	*		49.00
	Milton James Limited	*		26.02
	Mosley Street (T) Hairdressing Limited	*		49.00
	Newark (T) Hairdressing Limited	*		49.00

Toni & Guy Holdings Limited

Notes to the Financial Statements

for the Year Ended 31 August 2025

Fixed asset investments (continued)

Associates

The following were associates of the Company:


0	0	0	0	0
	Name		Registered office	Holding
				%

	Northampton (T) Hairdressing Limited	*		26.00
	Oswestry (T2) Hairdressing Limited	*		26.00
	Oxford (T) Hairdressing Limited	*		26.67
	Poole (T) Hairdressing Limited	*		26.00
	Right Style Limited	*		26.00
	Southampton (T) Hairdressing Limited	*		26.00
	Spearing & Sons (Eastbourne) Limited	*		25.00
	St Helens (T) Hairdressing Limited	*		50.00
	St Pauls (T) Hairdressing Limited	*		50.00
	Taunton (T) Hairdressing Limited	*		25.00
	Teddington (T) Hairdressing Limited	*		26.00
	Toni & Guy (Blackrock) Limited	*		30.00
	Toni & Guy (Brent Cross) Limited	*		50.00
	Toni & Guy (Bury St Edmunds) Limited	*		26.00
	Toni & Guy (Dundrum) Limited	*		25.00
	Toni & Guy (Godalming) Limited	*		26.00
	Toni & Guy (Hong Kong) Limited	*	Hong Kong	26.00
	Toni & Guy (Jersey) Limited	*	Jersey	26.00
	Toni & Guy (Malahide) Limited	*	Ireland	20.00
	Toni & Guy Academy (Hong Kong) Limited	*	Hong Kong	14.30
	Toni & Guy Armadale No2 PTY Ltd	*	Australia	6.25
	Toni & Guy Balmain PTY Ltd	*	Australia	12.50
	Toni & Guy Bondi Beach PTY Ltd	*	Australia	12.50
	Toni & Guy Bondi Junction No.2 PTY Ltd	*	Australia	12.50
	Toni & Guy Bondi Junction PTY Ltd	*	Australia	12.50
	Toni & Guy Brighton PTY Ltd	*	Australia	6.25
	Toni & Guy Bulimba No.2 PTY Ltd	*	Australia	12.50
	Toni & Guy Chapel Street PTY Ltd	*	Australia	12.50
	Toni & Guy Chatswood No.2 PTY Ltd	*	Australia	25.00
	Toni & Guy Cottesloe PTY Ltd	*	Australia	10.00
	Toni & Guy Cronulla No.2 PTY Ltd	*	Australia	12.50
	Toni & Guy Cyprus Limited	*	Cyprus	26.00
	Toni & Guy EC PTE LTD	*	Singapore	6.76

Toni & Guy Holdings Limited

Notes to the Financial Statements

for the Year Ended 31 August 2025

Fixed asset investments (continued)


0	0	0	0	0
	Name		Registered office	Holding %

	Toni & Guy Georges PTY Ltd	*	Australia	12.50
	Toni & Guy Italia Srl	*	Italy	49.23
	Toni & Guy Japan KK	*	Japan	26.10
	Toni & Guy Lane Cove PTY Ltd	*	Australia	5.00
	Toni & Guy Manly PTY Ltd	*	Australia	17.50
	Toni & Guy MB PTE LTD	*	Singapore	6.76
	Toni & Guy Melbourne Central PTY Ltd	*	Australia	6.25
	Toni & Guy Newtown PTY Ltd	*	Australia	12.50
	Toni & Guy Parramatta (No.2) PTY Ltd	*	Australia	16.65
	Toni & Guy Perth Central PTY Ltd	*	Australia	10.00
	Toni & Guy Port Melbourne PTY Ltd	*	Australia	10.25
	Toni & Guy Potts Point PTY Ltd	*	Australia	25.00
	Toni & Guy Queen Street Limited	*	New Zealand	30.00
	Toni & Guy Randwick (no.2) PTY Ltd	*	Australia	12.50
	Toni & Guy Singapore Pte Limited	*	Singapore	26.00
	Toni & Guy Surry Hills PTY Ltd	*	Australia	10.00
	Toni & Guy Sydney Central PTY Ltd	*	Australia	12.50
	Toni & Guy The Valley No 2 PTY Ltd	*	Australia	12.50
	Toni & Guy Victoria PTY Ltd	*	Australia	25.00
	Toni & Guy World Square PTY Ltd	*	Australia	12.50
	Welwyn Garden City (T) Hairdressing Limited	*		26.00
	Weybridge (T2) Hairdressing Limited	*		50.00
	Wigan (T) Hairdressing Limited	*		26.00
	Williams McKernan Limited	*		25.00
	Worcester (T2) Hairdressing Limited	*		26.00

Toni & Guy Holdings Limited

Notes to the Financial Statements

for the Year Ended 31 August 2025

Fixed asset investments (continued)

Associates (continued)

*asterisk indicates where held indirectly.

The following associates have been dissolved in the year:

● Hereford (T) Hairdressing Limited;

● Southsea (T2) Hairdressing Limited; and

● Wilmslow (T) Hairdressing Limited.

The following associates have been disposed/liquidated in the year:

● Milton Keynes (T) Hairdressing Limited;

● Putney (T) Hairdressing Limited;

● Stratford Westfield (T) Hairdressing Limited;

● Style Group Limited; and

● Wilmslow (T2) Hairdressing Limited.

Financial investments


		Holding
Name	Class of shares	%

Maletti UK Limited*	Ordinary	10.00

*asterisk indicates where held indirectly.

The following financial investment has been disposed in the year:

● Knutsford (T) Hairdressing Limited.

Toni & Guy North Limited, Toni & Guy (South) Limited and Toni & Guy (South East) Limited hold property leases on behalf of the Group. Mascolo Styles Limited and Mascolo & Styles LLP provides accounting services.

The principal activities of all other subsidiaries and associates are hairdressing and the promotion and retail of hairdressing products.

All companies are incorporated in England and Wales unless otherwise stated and the registered office addresses can be obtained from the directors of the Company at the registered address shown on the Company Information page of these financial statements.

Toni & Guy Holdings Limited

Notes to the Financial Statements

for the Year Ended 31 August 2025


10.	Debtors
		2025	2024
		£	£

	Amounts owed by group undertakings	29,690,214	27,789,264
	Corporation tax repayable	36,146	16,170
	Prepayments and accrued income	39,696	39,696
		_________	_________
		29,766,056	27,845,130
		_________	_________

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

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


11.	Creditors: amounts falling due within one year
		2025	2024
		£	£
	Bank overdrafts	5,134	191
	Amounts owed to group undertakings	686,336	686,336
	Accruals and deferred income	388,940	104,630
		_________	_________
		1,080,410	791,157
		_________	_________

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


12.	Called up share capital
			2025	2024
			£	£
	Allotted, called up and fully paid

	549,351	Ordinary shares of £1.00 each	549,351	549,351
			_________	_________

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.

Toni & Guy Holdings Limited

Notes to the Financial Statements

for the Year Ended 31 August 2025

13.

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.


14.	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	384,623	479,226
	Later than 1 year and not later than 5 years	1,034,592	1,257,085
	Later than 5 years	252,660	384,790
		_________	_________
		1,671,875	2,121,101
		_________	_________

15.

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.

16.

Off balance sheet arrangements

In October 2013, Toni & Guy Holdings 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.

Toni & Guy Holdings Limited

Notes to the Financial Statements

for the Year Ended 31 August 2025

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

On 15 July 2026, D Fitzgerald was appointed as a director.

Also subsequent to the year end, Pinstone (T2) Hairdressing Limited, a subsidiary of the Company, and Toni & Guy (Godalming) Limited, an associate of the Company, were dissolved.

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.