REG - Beauty Tech Group - Final Results for the year ended 31 December 2025
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RNS Number : 6585A The Beauty Tech Group PLC 16 April 2026
16 April 2026
The Beauty Tech Group plc
("The Beauty Tech Group" or the "Group")
Final Results for the year ended 31 December 2025
Revenue and profit growth exceeding expectations; the third upgrade since IPO
The Beauty Tech Group plc (LSE: TBTG), today announces its Final Results for
the year ended 31 December 2025.
Financial Highlights:
FY25 FY24 Change
£m £m
Total revenue 141.0 101.1 +39.4%
Own-brand revenue 140.9 88.1 +60.0%
Gross profit 88.3 57.4 +53.9%
Gross margin 62.7% 56.8% +590bps
Adjusted(1) EBITDA 37.5 22.9 +63.8%
Adjusted EBITDA margin 26.6% 22.6% +400bps
Reported operating profit 22.2 12.5 +77.5%
Profit before tax 15.2 5.1 +196%
Adjusted(2) profit before tax 29.5 14.9 +98%
Basic EPS £0.11 £0.02 n/a
Reported free cash flow 24.7 11.9 +108%
Adjusted(3) free cash flow 34.4 15.9 +115%
FCF conversion (Adjusted EBITDA) 91.7% 69.4% +2,230bps
Net cash / (net debt)(4) 40.8 (27.1) n/a
Operational Highlights:
• IPO on LSE Main Market on 8 October 2025, raising c.£29.0m gross proceeds
• Own-brand revenue grew 60% to £140.9m with all regions delivering own-brand
growth over 38% (including third-party sales, Group revenue grew 39% with all
regions growing over 25%)
• CurrentBody Skin revenue grew 59% to £125.8m
• ZIIP Beauty revenue grew 46% to £13.2m with gross margins expanding to 71.7%
• Tria Laser contributed £2.0m; relaunched in March FY26
• All external debt fully repaid; debt-free balance sheet post-IPO
Current Trading and Outlook:
• Very encouraging start to Q1 FY26, with strong growth across the Group's core
business and across all key markets and channels
• Elimination of pre-IPO interest costs (£6.3m) and IPO-related exceptional
items (£8.0m) provides significant tailwind to FY26 reported earnings and
cash flow
• Undrawn working capital facility with Santander extended to £12.5m (from
£5.0m) in March 2026, providing further balance sheet flexibility
• The Group will continue to invest behind its product pipeline, supply chain
resilience and marketing-led brand building
• Year-on-year revenue growth expected to continue into FY26, with FY26 revenue
in line with current market expectations(5 ) but due to stronger margins, it
is anticipated that profit will be ahead of expectations
(¹ Adjusted EBITDA: operating profit (£22.2m) before depreciation and
amortisation (£5.7m), share-based payment expense (£1.5m) and exceptional
items (£8.0m). FY24 restated on the same basis.)
(² Adjusted profit before tax: reported profit before tax (£15.2m) excluding
exceptional IPO costs (£8.0m) and pre-IPO finance costs on debt no longer on
the Balance Sheet (£6.3m). FY24 restated on the same basis.)
(³ Adjusted free cash flow: reported free cash flow (£24.7m) plus one-off
IPO-related exceptional cash costs (£8.0m) and cash interest paid on pre-IPO
borrowings (£1.7m). FY24 restated on the same basis.)
(⁴ Net cash is calculated as cash and cash equivalents less borrowings,
excluding IFRS 16 lease liabilities. FY24 net debt comprised cash (£14.5m)
less total borrowings (£41.6m).)
(⁵ Company-compiled consensus market expectations for FY26 revenue is
£160.0m. FY26 adjusted) (EBITDA is £38.2m.)
Laurence Newman, Chief Executive Officer of The Beauty Tech Group, said:
"2025 was a transformational year for The Beauty Tech Group and I am pleased
to report our maiden full year results. The strong financial and operational
performance significantly exceeded our initial expectations set out at IPO,
with the Group delivering record revenues of £141.0m and Adjusted EBITDA of
£37.5m. These results demonstrate that our market-leading brands and products
are gaining increasing recognition with customers, and our targeted go-to
market strategy and international footprint provide a solid platform for
sustainable growth.
Looking ahead, the structural growth drivers across the Group's three core
addressable markets of anti-ageing, hair removal and hair regrowth, provide us
with confidence in both the long-term demand for At-Home Beauty Devices
("AHBD") and The Beauty Tech Group's significant market opportunity. Our
investment in clinical research and independent third-party product validation
reinforces our position as the leading specialist in at-home beauty
technology. We have a strong pipeline of innovative product development across
our three brands and I am confident that the Group is well placed to deliver
long-term profitable growth for shareholders."
Presentation
A presentation for sell-side equity analysts will be held today at 11.00 a.m.
BST, details of which can be obtained from FTI Consulting via
TBTG@fticonsulting.com.
A recording of the presentation will be published on the Investors section of
the corporate website at 7:00a.m. BST, Thursday 16 April 2026.
Enquiries:
The Beauty Tech Group plc Via FTI Consulting
Laurence Newman, Chief Executive Officer
Sam Glynn, Chief Financial Officer
FTI Consulting T: +44 (0) 20 3727 1000
Alex Beagley tbtg@fticonsulting.com (mailto:tbtg@fticonsulting.com)
Harriet Jackson
Amy Goldup
Harleena Chana
About The Beauty Tech Group
The Beauty Tech Group is a global leader in the rapidly growing at-home beauty
technology market. The Group encompasses three distinct, innovative and
complementary brands: CurrentBody Skin, ZIIP Beauty and Tria Laser, covering
all four core aesthetic technologies used in clinical settings worldwide: LED,
Radio Frequency, Microcurrent and Laser. The Group listed on the London Stock
Exchange in October 2025 under the ticker LSE: TBTG and is headquartered in
Cheshire, UK.
For more information visit: https://www.thebeautytechgroup.com/
Cautionary Statement
Certain statements included or incorporated by reference within this
announcement may constitute "forward-looking statements" in respect of the
Group's operations, performance, prospects and/or financial condition.
Forward-looking statements are sometimes, but not always, identified by their
use of a date in the future or such words and words of similar meaning as
"anticipates", "aims", "due", "could", "may", "will", "should", "expects",
"believes", "intends", "plans", "potential", "targets", "goal" or "estimates".
By their nature, forward looking statements involve a number of risks,
uncertainties and assumptions and actual results or events may differ
materially from those expressed or implied by those statements. Accordingly,
no assurance can be given that any particular expectation will be met, and
reliance should not be placed on any forward-looking statement. Additionally,
forward-looking statements regarding past trends or activities should not be
taken as a representation that such trends or activities will continue in the
future. No responsibility or obligation is accepted to update or revise any
forward-looking statement resulting from new information, future events or
otherwise. Nothing in this announcement should be construed as a profit
forecast. This announcement does not constitute or form part of any offer or
invitation to sell, or any solicitation of any offer to purchase any shares or
other securities in the Company, nor shall it or any part of it or the fact of
its distribution form the basis of, or be relied on in connection with, any
contract or commitment or investment decisions relating thereto, nor does it
constitute a recommendation regarding the shares or other securities of the
Company. Past performance cannot be relied upon as a guide to future
performance and persons needing advice should consult an independent financial
adviser. Statements in this announcement reflect the knowledge and information
available at the time of its preparation. Liability arising from anything in
this announcement shall be governed by English law. Nothing in this
announcement shall exclude any liability under applicable laws that cannot be
excluded in accordance with such laws.
Chief Executive Officer's Review
I am delighted to present my first CEO's Report as a publicly listed company.
FY25 has been a landmark year, not only because of our listing on the London
Stock Exchange, but because we demonstrated the underlying strength,
scalability and potential of the business that Andrew Showman (our co-founder
and Chief Technology Office) and I have been building over the past sixteen
years.
A Year of Milestones
Looking back on the story of our business, the trajectory from a niche online
marketplace in 2009 to a £141.0m revenue, multi-brand, global beauty
technology group in FY25 is one that I am immensely proud of. Importantly,
FY25 was not just a year of growth, it was a year in which the quality of that
growth improved significantly. Gross margins expanded by 590 basis points to
62.7%, adjusted EBITDA margins rose to 26.6%, and the business generated
adjusted free cash flow of £34.4m at a conversion rate of 91.7% of EBITDA.
These are the economics of a premium, own-brand consumer technology business,
which I believe have the opportunity to strengthen as our newer brands scale.
The Opportunity Ahead
The AHBD market represents one of the most compelling structural growth
opportunities in consumer goods, with revenue growing at approximately 13%*
(US) and 14%* (UK and Germany) CAGR from 2019 to 2024, between two and four
times faster than the broader beauty and personal care market. With the global
AHBD market currently valued at approximately £9.0bn - £12.0bn* and
representing only approximately 1%* of the total beauty market in our core
regions, the structural opportunity for continued growth is substantial. The
Group's consistent success in capturing this opportunity has been underpinned
by the technological efficacy and clinical validation of our products, which
is at the heart of our strategy.
What makes our position particularly compelling is the combination of market
leadership and breadth. We are currently the only major operator covering all
four core AHBD technologies through three distinct brands, each with clinical
validation and growing consumer recognition. This creates sustainable
competitive advantages that are challenging for others to replicate.
*Source: OC&C Strategy Consultants 2025
FY25 Brand Performance
CurrentBody Skin remains the growth engine of the Group, delivering 59%
revenue growth in the year. This performance was powered by the successful
launch of the Series 2 LED light therapy mask, expanded product ranges across
skincare devices, and increased penetration in the US and European markets.
ZIIP Beauty delivered strong revenue growth of 46% in what we have described
as a foundation year. The comprehensive product redesign and manufacturing
upgrades have positioned ZIIP for acceleration from late 2026, with FY27
targeted as the breakthrough year for the brand.
Tria Laser contributed initial revenue of £2.0m from legacy product
sell-through in its first year within the Group. The full relaunch with the
new Series 2 Tria 4X Hair Removal Laser in March 2026 marks the beginning of a
meaningful scaling opportunity in the historically largest and most valuable
AHBD category.
Third-party revenue was discontinued by design as the Group completed its
strategic transition to a pure own-brand business model. This shift is a key
driver of the Group's significant margin expansion.
Geographic Expansion
Revenue growth was well diversified across all five geographic regions, with
further details provided in the Group Financial Review. Every region delivered
over 25% growth, led by the United States and Canada with a 51% increase
year-on-year. Importantly, no single market represents more than 40% of our
Group revenue, and our products are now available in over 90 countries. The
international opportunity remains substantial, with many markets still in the
early stages of AHBD awareness.
Innovation and Product Pipeline
Our investment in product development continues to differentiate the Group,
with a pipeline of over 40 products and range extensions supporting sustained
innovation across all three brands. Our development process integrates
clinical research, Key Opinion Leader ("KOL") feedback, and manufacturing
innovation, with 2 to 3 year development cycles creating a natural barrier to
entry.
Supply Chain Resilience
We have continued to invest in the resilient, dual-source manufacturing and
global distribution infrastructure. Investment in Indian manufacturing
commenced in FY25 and will continue into FY26, further diversifying our
production base and optimising our tariff positioning across the Group's key
markets.
Financial Strength and Capital Allocation
The IPO has transformed the Group's Balance Sheet. We ended the year with
£40.8m of net cash, zero borrowings and an undrawn £5.0m working capital
facility (stepping up to £12.5m from March 2026). Pre-IPO interest costs and
exceptional IPO costs will not recur from FY26 onwards, providing a
significant tailwind to FY26 reported earnings.
The Board has adopted a clear capital allocation framework. Our immediate
priority is to reinvest in the business to maximise the organic growth
opportunity.
Our People
The Group employed 258 people at the year-end, and I am grateful for the
dedication and talent of every member of the team. We have made strategic
hires across sales, marketing, product development and operations during the
year, with staff costs as a percentage of revenue increasing from 6.5% to 7.8%
as we build capabilities for scale.
Outlook
We enter FY26 with significant momentum. The Group expects continued strong
revenue and profit growth, driven by ongoing momentum in CurrentBody Skin, the
full relaunch of Tria Laser in March 2026 and continued international
expansion.
The AHBD market is large, growing and under-penetrated. We have the brands,
the technology, the global infrastructure and the financial resources to
capture a significant share of this opportunity. I am excited about the years
ahead and confident in the Group's ability to deliver sustained, profitable
growth and long-term value for our Shareholders.
Laurence Newman
Chief Executive Officer
15 April 2026
Group Financial Review
Group Results Overview
The Group's financial performance for the year ended 31 December 2025 is
reported in accordance with UK-adopted International Accounting Standards and
applicable law.
I am pleased to present the first financial results for the Group since
Admission to the Main Market of the London Stock Exchange. It has been a
transformational year, both operationally and financially, characterised by
significant revenue growth, significant margin expansion and the establishment
of a debt-free balance sheet.
It is important to highlight that the FY25 reported results include several
items that are entirely attributable to the pre-IPO capital structure and the
costs of the listing process itself. These include exceptional administrative
expenses of £8.0m (primarily professional and advisory fees associated with
the IPO), pre-IPO finance costs of £6.3m (relating to bank debt, loan notes
and preference shares that were fully repaid or converted at Admission), and
£2.3m of acquired brand amortisation.
The exceptional IPO costs and pre-IPO finance costs are entirely non-recurring
and will not occur in FY26 or beyond. The Prospectus estimated IPO costs at
approximately £7.2m, based on the mid-point of the indicative price range.
The final cost of £8.0m reflects the variable nature of a significant portion
of the fees, which were priced off the final admission price. The difference
is primarily attributable to variable advisory and commission costs that
increase with deal size.
On an adjusted basis, which the Board believes gives a fairer reflection of
the Group's underlying economic performance and future earnings power, the
business generated adjusted profit before tax of £29.5m and adjusted free
cash flow of £34.4m, representing an EBITDA-to-cash conversion ratio of
91.7%.
FY25 £m FY24 £m Change
Revenue 141.0 101.1 +39.4%
Own-brand revenue 140.9 88.1 +60.0%
Gross profit 88.3 57.4 +53.9%
Gross margin 62.7% 56.8% +590bps
Adjusted EBITDA 37.5 22.9 +63.8%
Adjusted EBITDA margin 26.6% 22.6% +400bps
Reported operating profit 22.2 12.5 +77.5%
Profit before tax 15.2 5.1 +196%
Adjusted profit before tax 29.5 14.9 +98%
Reported free cash flow 24.7 11.9 +108%
Adjusted free cash flow 34.4 15.9 +115%
FCF conversion 91.7% 69.4% +2,230bps
(adjusted/adj. EBITDA)
Net cash / (net debt) 40.8 (27.1) n/a
Revenue
Group revenue increased by 39.4% to £141.0m (FY24: £101.1m), driven by
continued strong growth across all own-brand product lines and geographic
markets. The headline growth rate is reduced by the planned discontinuation of
low-margin third-party revenue, which fell from £13.1m in FY24 to £0.1m in
FY25. On an own-brand basis, revenue grew by 60.0% year-on-year to £140.9m,
reflecting the strength of the Group's product portfolio, expanding consumer
awareness and growing international distribution.
Revenue by Brand FY25 FY25 FY24 FY24 Change
£m % of revenue £m % of revenue
CurrentBody Skin 125.8 89.2% 79.1 78.2% +59%
ZIIP Beauty 13.2 9.3% 9.0 8.9% +46%
Tria Laser 2.0 1.4% - - n/a
Third Party 0.1 0.1% 13.1 12.9% (99%)
Total 141.0 100% 101.1 100.0% +39%
CurrentBody Skin remains the Group's principal revenue driver, growing 59% to
£125.8m and representing 89% of Group revenue. This growth was powered by the
successful launch of the Series 2 red LED light therapy mask, expanded product
ranges across skincare devices, and increased penetration in the US and
European markets.
ZIIP Beauty delivered revenue growth of 46% to £13.2m, benefiting from a
redesigned product range using more readily available input components, which
improved both availability and margins. Gross margin expanded to 71.7% (FY24:
59.4%) as the transition to the new product range took effect. The Group
expects further cost benefits to flow through in FY26 as the newly
manufactured product at lower input cost fully washes through inventory and
the remaining older, higher-cost stock is sold through.
Tria Laser contributed £2.0m in its first year, generated from sell through
of the existing legacy product range. The Tria brand has relaunched in Q1 FY26
with new product; the Group now expects to meaningfully scale this brand. Dual
manufacturing capability is being established for Tria Laser as the brand
scales following its March 2026 relaunch.
Third-party revenue was discontinued by design as the Group completed its
strategic transition to a pure own-brand business model. This shift is a key
driver of the Group's significant margin expansion. The discontinuation of
third-party revenue reduced headline revenue growth by approximately 13
percentage points; excluding this effect, underlying own-brand revenue growth
was 60.0%.
Revenue by Geography FY25 FY25 FY24 FY24 Change
£m % of revenue £m % of revenue
US & Canada 56.2 39.8% 37.2 36.8% +51%
UK & Ireland 28.8 20.4% 22.7 22.4% +27%
Rest of Europe 31.3 22.2% 22.9 22.6% +36%
Asia 18.0 12.8% 13.8 13.6% +31%
Rest of World 6.7 4.8% 4.5 4.5% +49%
Total 141.0 100% 101.1 100% +39%
Revenue growth was well diversified across all five geographic regions. The US
and Canada was the standout market, growing 51% to £56.2m and now
representing approximately 40% of Group revenue, driven by expanding brand
awareness and increased marketing investment. The Rest of Europe region grew
strongly at 36%, while the Rest of World region delivered 49% growth from a
smaller base. Importantly, no single market represents more than 40% of
revenue, and the Group's own-brand growth rates were even more pronounced,
with US and Cananda own-brand revenue growing 69% and Rest of World own-brand
revenue growing 64% year-on-year.
Gross Profit and Margin Progression
Gross profit increased by 53.9% to £88.3m (FY24: £57.4m), with the Group's
gross margin expanding by 590 basis points to 62.7% (FY24: 56.8%). This margin
improvement was one of the most significant features of the year's financial
performance and was driven by three principal factors.
First, the completion of the strategic transition to an own-brand only model
eliminated the dilutive effect of low-margin third-party revenue, which
carried gross margins of approximately 14% in FY24 compared with own-brand
margins in excess of 60%. Second, the CurrentBody Skin brand benefited from
the launch of higher-margin Series 2 products and improved product mix. Third,
ZIIP Beauty's gross margin expanded significantly to 71.7% (FY24: 59.4%)
following the redesign of its product range to use more readily available and
cost-effective input components, with further margin benefit expected in FY26
as the older, higher-cost inventory fully sells through.
The Group continues to invest in its product pipeline, supply chain and brand
marketing, and expects to maintain strong gross margins as it scales own-brand
production across all three brands.
Adjusted EBITDA and Adjusted EBITDA Margin
A reconciliation between operating profit and adjusted EBITDA is shown below.
Adjusted EBITDA rose by 63.8% to £37.5m (FY24: £22.9m). The adjusted EBITDA
margin improved to 26.6% (FY24: 22.6%), a 400 basis point increase, reflecting
the combined impact of the own-brand transition and disciplined cost
management as the Group invested in marketing and people in line with revenue
growth.
EBITDA reconciliation FY25 FY24
£m £m
Operating profit 22.2 12.5
Exceptional administrative expenses 8.0 1.5
(primarily IPO costs)
Share-based payment expense 1.5 0.8
Adjusted operating profit 31.8 14.9
Depreciation and trading amortisation 3.4 2.2
Acquired brand amortisation 2.3 2.2
Goodwill impairment - 3.6
Adjusted EBITDA 37.5 22.9
Adjusted EBITDA margin 26.6% 22.6%
The Group continues to invest in marketing and product development in line
with sales growth. Variable marketing spend increased year-on-year in absolute
terms but remained disciplined as a percentage of revenue, contributing to the
improved EBITDA margin. We will continue to invest in profitable marketing and
product innovation as the primary drivers of future growth.
The acquired brand amortisation charge of £2.3m (FY24: £2.2m) relates to the
amortisation of intangible assets recognised on the acquisition of ZIIP Beauty
and Tria Laser. This is a recurring noncash accounting charge that has no
impact on the Group's cash generation or shareholder value. It will continue
to be charged over the remaining useful life of the acquired intangible
assets. Separately, trading amortisation of £3.4m (FY24: £2.2m) relates to
capitalised product development and software costs, right-of-use asset
amortisation, and depreciation of property, plant and equipment, all of which
are part of the Group's normal operational cost base.
Exceptional and Non-Underlying Items
Exceptional items totalled £8.0m in FY25, compared to £1.5m in FY24. These
items in FY25 primarily related to the costs associated with the Group's IPO,
including professional advisory fees, legal expenses and listing costs. There
are not expected to be any exceptional charges in relation to the IPO in FY26.
Adjusted EBITDA and Profit Before Tax
The Board considers it important to draw Shareholders' attention to the fact
that the adjustments between reported and adjusted results are exclusively
linked to two categories of cost that are a direct consequence of the Group's
pre-IPO structure: the exceptional IPO costs themselves, and finance costs on
debt instruments (bank loans, loan notes and preference shares) that were
fully repaid or converted into equity at Admission. Neither category will
recur in FY26. As a result, the Board expects a significant improvement in
reported earnings in FY26 as the full benefit of the Group's post-IPO capital
structure flows through the income statement.
The table below walks-forward from adjusted EBITDA to profit before tax,
illustrating the impact of non-recurring items and financing costs:
FY25 FY24
£m £m
Adjusted EBITDA 37.5 22.9
Exceptional administrative expenses (8.0) (1.5)
(primarily IPO costs)
Share-based payment expense (1.5) (0.8)
Presented EBITDA 28.0 20.6
Depreciation and trading amortisation (3.4) (2.2)
Acquired goodwill and brand amortisation (2.3) (2.2)
Goodwill impairment - (3.6)
Operating profit 22.2 12.5
Fair value movements (contingent consideration / FX) (0.3) 1.2
Interest receivable 0.1 -
Finance costs (6.8) (8.6)
Of which: pre-IPO interest (non-recurring) (6.3) (8.3)
Of which: lease and other interest (recurring) (0.5) (0.3)
Profit before tax 15.2 5.1
Finance costs of £6.8m (FY24: £8.6m) comprised interest on bank loans, loan
notes and preference shares totalling £6.3m, with the balance of £0.5m
relating to lease and other interest. The year-on-year reduction reflects the
part-year benefit of the Group's pre-IPO debt being repaid and converted at
Admission.
Post-IPO, the Group's Balance Sheet is entirely free from bank debt, loan
notes and preference shares, and therefore the profit and loss account does
not current anticipate incurring any such finance costs over the short term.
The only recurring finance charges will be lease interest and unwinding of
discount on contingent consideration, totalling approximately £0.5m per
annum. This represents a transformational improvement in the Group's reported
profitability and Earnings Per Share, with the £6.3m of pre-IPO interest
falling away entirely in FY26.
Tax
The Group's main tax exposure is to the UK, which has a general corporation
tax rate of 25%. The effective rate of taxation for FY25 is 34.9%, higher than
the standard rate predominantly as a result of exceptional costs relating to
the IPO that are not deductible for tax purposes and certain disallowable
pre-IPO interest costs. The Board expects the effective tax rate to normalise
towards the statutory rate from FY26 onwards as these non-recurring items fall
away.
Cash Flow and Cash Flow Conversion
Cash generation is one of the Group's most compelling financial
characteristics. The business model requires limited capital expenditure,
generates high gross margins and benefits from efficient working capital
management, producing significant levels of free cash flow relative to
earnings.
Reported free cash flow
FY25 FY24
£m £m
Net cash generated from operating activities 30.8 15.5
Net cash used in investing activities (6.1) (7.6)
Add back: Advances to Directors (FY24 only) - 2.8
Add back: Acquisition of subsidiary (FY24 only) - 1.3
Reported free cash flow 24.7 11.9
Adjusted free cash flow
The Board believes that adjusting free cash flow to exclude one-off
IPO-related costs and pre-IPO interest payments provides a clearer view of the
Group's underlying cash-generative capacity. These items will not recur from
FY26 onwards:
FY25 FY24
£m £m
Reported free cash flow 24.7 11.9
Add back: IPO exceptional costs (one-off) 8.0 1.5
Add back: pre-IPO interest paid on borrowings 1.7 2.5
Adjusted free cash flow 34.4 15.9
Adjusted EBITDA 37.5 22.9
FCF conversion 91.7% 69.4%
(adjusted FCF / adjusted EBITDA)
Reported free cash flow increased by 108% to £24.7m (FY24: £11.9m), despite
the Group incurring significant one-off cash costs associated with the IPO
during the year. On an adjusted basis, free cash flow grew by 116% to £34.4m
(FY24: £15.9m), representing an EBITDA-to-cash
conversion ratio of 91.7% (FY24: 69.4%). The significant improvement in
FCF conversion reflects the asset-light nature of the Group's operating model,
which requires relatively low capital expenditure (capital expenditure of
£6.2m, or 4.4% of revenue in FY25). Of this, £1.9m related to non-recurring
investment in the Group's new office and clinic facilities which is not
expected to be repeated; underlying recurring capital expenditure was £4.3m
(3.0% of revenue). The Group benefits from a relatively short working capital
cycle for a consumer hardware business.
The Group's net cash position at year-end was £40.8m (FY24: net debt of
£27.1m), a swing of approximately £68m. This transformation reflects both
the proceeds received from the IPO (used to fully repay all bank debt, loan
notes and preference shares) and the Group's strong underlying cash
generation. Cash and cash equivalents at 31 December 2025 stood at £40.8m,
with zero borrowings (excluding lease liabilities) on the Balance Sheet.
Balance Sheet Strength
The Group's Balance Sheet has been transformed through the IPO process. At 31
December 2025, the Group had total assets of £139.0m (FY24: £105.3m), zero
bank debt and a net cash position of £40.8m (FY24: net debt of £27.1m). The
Balance Sheet is now completely free from external borrowings (excluding lease
liabilities), and the Group has an undrawn working capital facility of £5.0m
with Santander (stepping up to £12.5m from March 2026, with no financial
covenants) available for use if required.
Total current assets of £78.2m (FY24: £48.2m) comfortably exceeded total
current liabilities of £39.4m (FY24: £27.5m), providing a strong net current
asset position of £38.8m (FY24: £20.8m). This significant surplus combined
with the undrawn £5.0m working capital facility provides considerable
financial flexibility and supports the Group's growth ambitions without
recourse to external funding.
Working capital usage increased year-on-year in absolute terms in line with
the growth of the business but remained well controlled as a percentage of
revenue. The Group's inventory position reflects a reduction from peak stock
levels held ahead of the seasonally important fourth quarter, while trade
receivables grew in line with the expansion of wholesale distribution
channels.
Return on Capital Employed
The Board monitors return on capital employed ("ROCE") as a measure of the
efficiency with which the Group deploys its capital. For FY25, the Group
achieved an adjusted ROCE (calculated as Adjusted EBIT of £34.1m divided by
capital employed of £99.7m) of 34.2%. Stripping out the £40.8m of cash held
on the Balance Sheet, which is not deployed in day-to-day operations, the
operating ROCE was over 50%.
The Groups' operating ROCE of 57.9% is approximately three times our
estimated cost of capital. A business that generates returns well above its
cost of capital funds its own growth, reducing reliance on external financing
and compounding value for Shareholders over time.
Capital Allocation
The Board has adopted a clear and disciplined capital allocation framework,
reflecting the Group's strong cash-generative characteristics and commitment
to delivering long-term Shareholder value. The Board's capital allocation
priorities, in order, are as follows:
• Strategic investment in the business to support growth, including: Product
development; Marketing; Operational infrastructure
• Investment in earnings enhancing inorganic opportunities, including:
Corporate acquisitions; Complementary brand opportunities
• Return of capital to shareholders, including: Share buybacks; Ordinary
and special dividends
Given the Group's current growth trajectory and the significant reinvestment
opportunities available, the Board's immediate priority is to continue
investing in the business to maximise the organic growth opportunity. The
Board will keep the timing of any initial dividend under review as the
business matures and will update Shareholders in due course.
Outlook
As the Group enters its first full financial year as a listed company and as
awareness of the AHBD market and the Group's position within it continues to
grow at pace, the Board remains confident in the outlook for FY26 and beyond.
Trading in the first quarter of the financial year has been very encouraging,
with strong year-on-year revenue growth across the Group's core business and
across all key markets and channels, and we expect to deliver strong revenue
and profit growth for the full year. The Group's ability to capitalise on the
significant growth opportunity within the AHBD market remains well underpinned
with its international sales channels, muti-technology and multi-product
offering, dual-source manufacturing capabilities and flexible international
logistics network. The Group does not expect its growth ambitions nor cost
base to be notably impacted by the ongoing conflict in the Middle East.
For FY26 as a whole, the Group continues to anticipate strong year-on-year
revenue growth, in line with current market expectations*, driven by
domestic and international momentum in CurrentBody Skin, the continued ramp up
of ZIIP and, to a lesser extent given its recent launch, Tria.
Direct-to-consumer sales are expected to remain the core growth driver. Due to
stronger margins, the Board anticipates profit ahead of current market
expectations. In addition to the anticipated top line growth in FY26, the
elimination of pre-IPO interest costs (£6.3m) and IPO-related exceptional
items (£8.0m) will provide a significant tailwind to reported earnings and
cash flow, bringing reported results much closer to the Group's underlying
adjusted performance. FY26 will also see a full year of ongoing plc-related
expenses.
Through FY26, the Group will continue to invest behind its product pipeline,
supply chain resilience and marketing-led brand building as it continues to
drive awareness of the fast-growing AHBD market.
With a debt-free Balance Sheet, £40.8m of net cash, a post-Balance Sheet
£12.5m undrawn working capital facility, EBITDA-to-cash conversion above 90%
and operating ROCE of over 50%, the Group is well positioned to deliver
continued profitable growth and long-term shareholder value creation.
Sam Glynn
Chief Financial Officer and Chief Operating Officer
15 April 2026
*Company-compiled consensus market expectations for FY26 is revenue of
£160.0m and Adjusted EBITDA of £38.2m.
Consolidated Statement of Profit and Loss and Other Comprehensive Income
Note Year ended 31 December 2025 Year ended 31 December 2024 (Restated)
£'000
£'000
Revenue 3 140,960 101,124
Cost of sales (52,615) (43,722)
Gross profit 88,345 57,402
Administrative expenses 4 (57,262) (42,512)
Share-based payment expense 24 (1,533) (836)
Exceptional administrative expenses 5 (8,021) (1,545)
Other operating income 714 23
Operating profit 22,243 12,532
(Loss)/gain on remeasurement of contingent consideration 18 (289) 1,135
Fair value gain on foreign exchange forward contracts - 112
Interest receivable 93 -
Finance costs 7 (6,807) (8,631)
Profit before tax 15,240 5,148
Tax charge on profit (5,311) (3,447)
Profit for the period/year 9,929 1,701
Other comprehensive expense:
Foreign exchange losses (62) (26)
Other comprehensive expense, net of tax (62) (26)
Total comprehensive profit for the period/year 9,867 1,675
Earnings per share:
Basic EPS 8 £0.11 £0.02
Diluted EPS 8 £0.11 £0.02
All activities of the Group are from continuing operations. All the profit for
the period is attributable to the equity holders of the Company. All items of
other comprehensive income will subsequently be reclassified to profit or
loss.
Consolidated Statement of Financial Position
Note 31 December 2025 31 December 2024
(Restated) £'000
£'000
Assets
Non-current assets
Property, plant and equipment 9 3,402 1,368
Right-of-use assets 10 3,760 1,822
Intangible assets 11 52,363 53,618
Deferred tax assets 1,326 284
Total non-current assets 60,851 57,092
Current assets
Inventories 12 19,212 17,078
Trade and other receivables 13 18,190 16,630
Cash and cash equivalents 23 40,796 14,538
Total current assets 78,198 48,246
Total assets 139,049 105,338
Liabilities and Equity
Current liabilities
Trade and other payables 14 32,661 20,992
Lease liabilities 15 372 297
Tax liability 481 3,955
Borrowings 16 - 71
Provisions 17 5,882 2,155
Total current liabilities 39,396 27,470
Non-current liabilities
Lease liabilities 15 3,527 1,753
Borrowings 16 - 41,541
Contingent consideration 18 1,650 2,620
Deferred tax liabilities 4,551 3,838
Total non-current liabilities 9,728 49,752
Total liabilities 49,124 77,222
Net assets 89,925 28,116
Equity
Share capital 19 11,070 8,790
Share premium 20 57,724 -
Foreign currency translation reserve 20 (197) (135)
Share-based payment reserve 20 951 4,119
Capital contribution reserve 20 49,562 45,856
Capital redemption reserve 20 348 348
Merger reserve 20 (19,618) (18,511)
Treasury shares 20 (12,195) -
Retained earnings 20 2,280 (12,351)
Total equity 89,925 28,116
Approved by the Board on 15 April 2026 and signed on its behalf by:
S Glynn, Director
Consolidated Statement of Cash Flows
Note Year ended 31 December 2025 Year ended 31 December 2024 (Restated) £'000
£'000
Cash flows from operating activities
Profit for the period/year 9,929 1,701
Adjustments for:
Depreciation of property, plant and equipment 9 459 183
Amortisation of right of use assets 10 541 335
Amortisation of intangible assets 11 4,751 3,849
Impairment loss on goodwill 11 - 3,600
Loss on disposal of intangible assets - 3
Share-based payment expense 24 1,533 836
Fair value gain on foreign exchange forward contracts - (112)
Finance costs 7 6,807 8,631
Foreign exchange loss 428 408
Interest paid on borrowings (1,680) (2,503)
Taxation 5,311 3,447
28,079 20,378
Increase in inventories (2,371) (3,019)
(Increase)/decrease in trade and other receivables (1,627) (7,983)
Increase/(decrease) in trade and other payables 12,234 6,269
Increase in provisions 3,727 1,381
Cash generated from operations 40,042 17,026
Taxation paid (9,193) (1,552)
Net cash flows from operating activities 30,849 15,474
Cash flows from investing activities
Purchases of property, plant and equipment 9 (2,533) (919)
Purchase of intangible assets 11 (3,656) (3,952)
Advances to Directors - (2,750)
Net cash used in investing activities (6,189) (7,621)
Cash flows from financing activities
Issue of ordinary shares 28,555 -
Repayments of lease liabilities 15 (301) (254)
Interest paid on lease liabilities 7 (349) (193)
Drawdown of bank loans 16 25,000 13,540
Share issue costs on shares issued on IPO (1,003) -
Repayment of bank loans (49,876) (18,035)
Net cash flows from/(used in) financing activities 2,026 (4,942)
Net increase in cash and cash equivalents 26,686 2,911
Cash and cash equivalents at beginning of year 14,538 12,035
Foreign exchange (losses)/gains (428) (408)
Cash and cash equivalents at end of year 40,796 14,538
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Share capital Share premium Foreign currency translation reserve Share-based payment reserve Capital Contribution Reserve Capital Redemption Reserve Merger Reserve Treasury shares Retained earnings Total
equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2024 8,790 - (109) 3,283 41,671 348 (17,178) - (14,052) 22,753
Profit for the year - - - - - - - - 1,701 1,701
Other comprehensive income for the year - - (26) - - - - - - (26)
Total comprehensive income for the year - - (26) - - - - - 1,701 1,675
Increase in share-based payment reserve - - - 836 - - - - - 836
Issuance of shares, reorganisation - - - - 4,185 - (1,333) - - 2,852
At 31 December 2024 8,790 - (135) 4,119 45,856 348 (18,511) - (12,351) 28,116
Profit for the year - - - - - - - - 9,929 9,929
Other comprehensive income for the year - - (62) - - - - - - (62)
Total comprehensive income for the year - - (62) - - - - - 9,929 9,867
Increase in share-based payment reserve - - - 1,533 - - - - - 1,533
Issuance of shares, reorganisation 1,210 29,794 - - 3,706 - (1,106) (12,195) - 21,409
Issuance of shares, initial public 1,070 27,930 - - - - - - - 29,000
offering
Transfer on related exit event - - - (4,701) - - - - 4,701 -
At 31 December 2025 11,070 57,724 (197) 951 49,562 348 (19,618) (12,195) 2,280 89,925
Notes to the Consolidated Financial Statements
Note 1: Material Accounting Policies
Basis of Preparation
The Financial Statements of The Beauty Tech Group plc (the Company) and its
subsidiaries (together the "Group") for the year ended 31 December 2025 were
authorised for issue by the Board of Directors on 15 April 2026. The Beauty
Tech Group plc is a public limited Company incorporated and registered in
England and Wales. Its registered office is Suite 3f1, Glasshouse, Congleton
Road, Nether Alderley, Macclesfield, Cheshire, United Kingdom, SK10 4ZE.
Whilst the financial information included in this Preliminary Announcement has
been prepared on the basis of UK-adopted International Accounting standards,
this announcement does not itself contain sufficient information to comply
with UK-adopted International Accounting Standards. The financial information
set out in this Preliminary Announcement does not constitute the Group's
Consolidated Financial Statements for the period ended 31 December 2025 but is
derived from those Financial Statements which were approved by the Board of
Directors on 15 April 2026. The auditor, RSM UK Audit LLP, has reported on the
Group's Consolidated Financial Statements and the report was unqualified and
did not contain a statement under section 498 (2) or 498 (3) of the Companies
Act 2006. The statutory financial statements for the period ended 31 December
2025 have not yet been delivered to the Registrar of Companies and will be
delivered following the Company's Annual General Meeting. The Group financial
statements have been prepared and approved by the Directors in accordance with
UK-adopted International Accounting Standards
1.2 Going Concern
At the year end, the Group had net assets of £89.9m (2024 - £28.1m), net
current assets of £38.8m (2024 - £20.8m) including cash at bank of £40.8m
(2024 - £14.5m).
The Directors have considered the impact of current global economic
conditions, including inflationary pressures and ongoing geopolitical
uncertainties.
These factors have had a limited impact on the Group's going concern. The
Group continues to mitigate associated risks through its global geographic
diversification and a broad portfolio of electronic beauty device product
categories.
As part of their going concern review, the Directors have followed the
guidelines published by the Financial Reporting Council entitled "Guidance on
the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity
Risks". The Directors have prepared detailed financial forecasts and cash
flows looking 12 months ahead from the date the accounts are approved. In
drawing up these forecasts, the Directors have made assumptions based upon
their view of the current and future economic conditions that will prevail
over the forecast period.
Given the Group's strong net assets, cash position, and forecast cash flows,
together with existing facilities and confirmed support from other group
companies where required, the Directors have a reasonable expectation that the
Group will continue in operational existence for the foreseeable future.
Accordingly, the Financial Statements have been prepared on a going concern
basis.
1.3 Basis of Consolidation
The Group Financial Statements consolidate the Financial Statements of the
Company and its subsidiary undertakings drawn up to 31 December 2025 in
accordance with IFRS 10.
A subsidiary is an entity that is controlled by the Company. Control exists
where the Company has power over the investee, is exposed or has rights to
variable returns from its involvement with the investee and has the ability to
use its power to affect those returns.
The results of subsidiaries acquired or disposed of during the year are
included in the income statement from the effective date of acquisition or up
to the effective date of disposal, as appropriate. All subsidiaries report to
31 December, consistent with the parent company, except for the Group's Indian
subsidiary which has a local statutory reporting date of 31 March. Financial
information for this subsidiary is prepared to 31 December using management
accounts, adjusted for any significant transactions or events occurring
between the two reporting dates.
The acquisition method of accounting is applied to business combinations
resulting in the acquisition of subsidiaries by the Group. The cost of a
business combination is measured as the fair value of consideration
transferred, including equity instruments issued and liabilities incurred or
assumed at the date of exchange. Identifiable assets acquired and liabilities
and contingent liabilities assumed in a business combination are measured at
their fair values at the acquisition date. Any excess of the cost of the
business combination over the acquirer's interest in the net fair value of
identifiable assets, liabilities and contingent liabilities is recognised as
goodwill. Inter-company transactions, balances and unrealised gains on
transactions between the Company and its subsidiaries, which are related
parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate impairment that
requires recognition in the consolidated Financial Statements.
Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Group.
1.4 Segmental Reporting
A business segment is a Group of assets and operations engaged in providing
products or services that are subject to risks and returns that differ from
other segments. The Directors have reviewed the various business activities
undertaken by the Group. The Group is organised around three operating brand
segments: CurrentBody, ZIIP and Tria. Each segment contributes distinct
revenues, expenses, assets and liabilities. The chief operating decision
makers, who are best placed to evaluate the entity's operating results, have
ratified this segmentation to assess performance and to allocate resources
effectively. Therefore, the Group's operations are reported across these three
business segments.
The Group considers the chief operating decision maker to be the Executive
Board.
1.5 Revenue Recognition
Revenue recognition from contracts with customers
The Group is required to apportion revenue earned from customers to
performance obligations and determine the appropriate timing method of revenue
recognition using the 5-step model. Under IFRS 15, revenue is recognised once
control of the promised goods or service is transferred to the customer and
when the performance obligations have been satisfied.
All of the Group's revenue, which excludes value added tax and is shown net of
any discounts allowed, represents the value of goods provided by the Group
from its principal activity, being the online retailing and wholesale
distribution of beauty devices.
In the case of goods sold through online retailing where the customer has
opted for delivery or click and collect, revenue is recognised when the
performance obligation of transferring the goods to the customer has been
satisfied, which is at a point in time when control of the goods has
transferred to the customer. This is generally when the customer has taken
undisputed delivery of the goods. There is limited judgement needed in
identifying the point control passes; once physical delivery of the products
to the agreed location has occurred, the Group no longer has physical
possession, usually will have a present right to payment and retains none of
the significant risks and rewards of the goods in question. Transactions are
settled by advance payment via credit card, debit card or credit account.
In the case of goods sold to other businesses via wholesale distribution
channels, revenue is recognised when the Group have satisfied the performance
obligation of transferring the goods to the customer upon delivery. Payment
terms are generally 30-60 days with no right of return.
For goods held on consignment with third-party retailers such as Amazon and
QVC, revenue is recognised only when control of the goods transfers to the end
customer. Inventory remains on the Group's balance sheet until sold by the
consignee or title otherwise passes. Any payments received in advance are
recorded as deferred revenue until the associated performance obligation is
satisfied.
The Group's product revenue is based on fixed price contracts and therefore
the amount of revenue to be earned from each contract is determined by
reference to those fixed prices. Therefore, there is no judgement involved in
allocating the contract price to each unit as there is a fixed unit price for
each product sold.
The goods sold by the Group include warranties and a returns policy under
which customers may return defective or unwanted products. In accordance with
IFRS 15, warranties that provide assurance that the product complies with
agreed-upon specifications are not treated as separate performance
obligations. A provision for warranty costs is therefore recognised in
accordance with IAS 37. For sales returns, however, the Group also recognizes
an asset for the right to recover inventory from returned goods, with a
corresponding liability for expected refunds, reflecting that returns are not
solely accounted for under IAS 37.
For sales with a right of return, the Group recognises revenue only for the
amount of consideration to which it expects to be entitled. A refund liability
is recognised for the expected level of returns, based on historical
experience. At the same time, the Group recognises an asset representing the
right to recover products from customers on settlement of the refund
liability, measured by reference to the carrying amount of the inventory
expected to be returned, less any expected costs to recover those goods.
1.6 Share-Based Payments
Equity-settled
Equity-settled share-based payment arrangements with employees are measured at
the fair value of the equity instruments granted at the grant date in
accordance with IFRS 2 Share-based Payment.
The fair value determined at grant date is recognised as an employee expense
in the Consolidated Statement of Profit or Loss and Other Comprehensive Income
over the vesting period, with a corresponding credit to equity within a
share-based payment reserve.
Non-market vesting conditions are not taken into account when estimating the
fair value of the equity instruments at grant date. Instead, they are taken
into account by adjusting the number of equity instruments expected to vest at
each reporting date so that the cumulative amount recognised over the vesting
period reflects the number of awards that ultimately vest.
Market-based vesting conditions are incorporated into the grant-date fair
value of the awards. The expense recognised is not adjusted if these market
conditions are not satisfied, provided that all other vesting conditions are
met.
The fair value of the awards also reflects any non-vesting conditions. Failure
to satisfy a non-vesting condition is treated as a cancellation and any
unrecognised expense is recognised immediately in profit or loss.
Where the terms of an award provide for accelerated vesting upon the
occurrence of a specified event, such as a listing of the Company's shares or
other exit event (including the exchange of B and C shares for ordinary shares
on IPO), any remaining unrecognised share-based payment expense is recognised
immediately in profit or loss at the date the vesting condition is satisfied,
with a corresponding increase in the share-based payment reserve.
1.7 Exceptional Items
The Group presents exceptional items on the face of the Consolidated Statement
of Profit and Loss and Other Comprehensive Income. These are transactions that
fall within the ordinary activities of the Group but are presented separately
due to their size or incidence. This allows to better understand the elements
of financial performance for the year, facilitating comparison with prior
periods and assessing trends in financial performance more readily.
Items are presented as exceptional when they are material and their separate
disclosure is considered relevant to an understanding of the Group's financial
performance, in accordance with IAS 1.
1.8 Foreign Currency
Transactions and balances
Transactions entered into by Group entities in a currency other than the
currency of the primary economic environment in which they operate (their
functional currency) are recorded at the rates ruling when the transactions
occur. Foreign currency monetary assets and liabilities are translated at the
rates ruling at the reporting date. Foreign currency non monetary items
measured at historical cost are translated using the exchange rate at the date
of the underlying transaction and are not retranslated at the reporting date.
Foreign currency non monetary items measured at fair value are translated at
the exchange rates ruling when the fair value was determined.
Exchange differences arising on the retranslation of unsettled monetary assets
and liabilities are recognised immediately in profit or loss, except for
foreign currency borrowings qualifying as a hedge of a net investment in a
foreign operation, in which case exchange differences are recognised in other
comprehensive income and accumulated in the foreign exchange reserve along
with the exchange differences arising on the retranslation of the foreign
operation.
Exchange gains and losses arising on the retranslation of monetary financial
assets are treated as a separate component of the change in fair value and
recognised in profit or loss.
On consolidation, the results of overseas operations are translated into GBP
at rates approximating to those ruling when the transactions took place. All
assets and liabilities of overseas operations, including goodwill arising on
the acquisition of those operations, are translated at the rate ruling at the
reporting date. Exchange differences arising on translating the opening net
assets at opening rate and the results of overseas operations at actual rate
are recognised in other comprehensive income and accumulated in the foreign
exchange reserve.
Exchange differences recognised in profit or loss in Group entities' separate
Financial Statements on the translation of long-term monetary items forming
part of the Group's net investment in the overseas operation concerned are
reclassified to other comprehensive income and accumulated in the foreign
exchange reserve on consolidation.
1.9 Finance Costs
Finance costs consist of interest expense on borrowings and interest on lease
liabilities. Finance costs are recognised in the Consolidated Statement of
Profit and Loss and Other Comprehensive Income using the effective interest
method. This method allocates the cost of financial liabilities over their
expected terms so that the interest expense is recognised at a constant
periodic rate on the carrying amount of the liability. Finance costs also
include the amortisation of any discounts, premiums, and directly attributable
transaction costs incurred in connection with the arrangement of borrowings
and lease liabilities.
1.10 Taxation
The tax expense for the year comprises current and deferred tax. Tax is
recognised in the Consolidated Statement of Profit and Loss and Other
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 tax charge is calculated on the basis of tax rates and laws that
have been enacted or substantively enacted by the reporting date in the
countries where the Group operates and generates taxable income.
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the Consolidated Statement of Financial Position
differs from its tax base, except for differences arising on:
· the initial recognition of goodwill;
· the initial recognition of an asset or liability in a transaction
which is not a business combination and at the time of the transaction affects
neither accounting or taxable profit, and
· investments in subsidiaries and joint arrangements where the Group is
able to control the timing of the reversal of the difference and it is
probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the reporting date and are expected
to apply when the deferred tax liabilities are settled.
When there is uncertainty concerning the Group's filing position regarding the
tax bases of assets or liabilities, the taxability of certain transactions or
other tax-related assumptions, then the Group:
· considers whether uncertain tax treatments should be considered
separately, or together as a group, based on which approach provides better
predictions of the resolution;
· determines if it is probable that the tax authorities will accept the
uncertain tax treatment; and
· if it is not probable that the uncertain tax treatment will be
accepted, measure the tax uncertainty based on the most likely amount or
expected value, depending on whichever method better predicts the resolution
of the uncertainty. This measurement is required to be based on the assumption
that each of the tax authorities will examine amounts they have a right to
examine and have full knowledge of all related information when making those
examinations.
Deferred tax assets and liabilities are offset when the Group has a legally
enforceable right to offset current tax assets and liabilities, and the
deferred tax assets and liabilities relate to taxes levied by the same tax
authority on either:
· the same taxable group company, or
· different Group entities which intend either to settle current tax
assets and liabilities on a net basis, or to realise the assets and settle the
liabilities simultaneously, in each future period in which significant amounts
of deferred tax assets or liabilities are expected to be settled or recovered.
1.11 Goodwill
Goodwill represents the excess of the cost of a business combination over the
Group's interest in the fair value of identifiable assets, liabilities and
contingent liabilities acquired.
Cost comprises the fair value of assets given, liabilities assumed and equity
instruments issued, plus the amount of any non-controlling interests in the
acquiree plus, if the business combination is achieved in stages, the fair
value of the existing equity interest in the acquiree.
Goodwill is capitalised as an intangible asset that is not amortised but
instead tested annually for impairment. Any impairment in carrying value is
charged to the Consolidated Statement of Profit and Loss and Other
Comprehensive Income.
Goodwill is allocated to cash generating units ('CGUs') or groups of CGUs
expected to benefit from the synergies of the combination and is tested
annually for impairment, or more frequently if indicators arise.
1.12 Intangible Assets
Research and development
Expenditure on research activities is recognised as an expense in the period
in which it is incurred.
An internally generated intangible asset arising from development (or from the
development phase of an internal project) is recognised if, and only if the
Group can demonstrate all of the following conditions:
· the technical feasibility of completing the intangible asset so that
it will be available for use or sale;
· its intention to complete the intangible asset and use or sell it;
· its ability to use or sell the intangible asset;
· how the intangible asset will generate probable future economic
benefits;
· the availability of adequate technical, financial and other resources
to complete the development and to use or sell the intangible asset; and
· its ability to measure reliably the expenditure attributable to the
intangible asset during its development.
The capitalised development costs are subsequently amortised on a
straight-line basis over their useful economic lives, being the period over
which the Group expects to benefit from selling the products developed.
If it is not possible to distinguish between the research phase and the
development phase of an internal project, the expenditure is treated as if it
were all incurred in the research phase only.
In the research phase of an internal project, it is not possible to
demonstrate that the project will generate future economic benefits and hence
all expenditure on research has been recognised as an expense in the
Consolidated Statement of Profit and Loss and Other Comprehensive Income when
it is incurred.
The amortisation expense is included within administrative expenses in the
Consolidated Statement of Profit and Loss and Other Comprehensive Income.
Externally acquired intangible assets
Externally acquired intangible assets are initially recognised at cost and
subsequently amortised on a straight-line basis over their useful economic
lives.
Intangible assets are recognised on business combinations if they are
separable from the acquired entity or give rise to other contractual/legal
rights. The amounts ascribed to such intangibles are arrived at by using
appropriate valuation techniques.
All intangible assets other than goodwill are assumed to have finite useful
lives and are amortised accordingly. Amortisation is calculated on a
straight-line basis over the estimated useful life of the asset as follows:
Category
Amortisation % Remaining useful life
Patents and licences
10% 3 to 9 years
Product development
50% 1 to 2 years
Website costs
20% 1 to 4 years
Intellectual property
20% 1 to 2 years
Brand
10% - 20% 7 to 9 years
1.13 Property, Plant and Equipment
Property, plant and equipment is carried at cost less accumulated depreciation
and impairment losses, if any. Cost includes initial cost and subsequent
expenditures that are directly attributable to the related asset when it is
probable that future economic benefits associated with the item will flow to
the Group and the cost of the item can be measured reliably. All other repair
and maintenance costs are charged to Consolidated Statement of Profit and Loss
and Other Comprehensive Income during the year they are incurred.
Depreciation is provided on items of property, plant and equipment so as to
write off their carrying value over their expected useful economic lives on a
straight-line basis.
Depreciation is provided on the following basis:
Leasehold property improvements 10% straight line
Plant and equipment
20% - 25% straight line
Fixtures and fittings
20% straight line
Computer equipment
20% - 33% straight line
Assets under construction Not
depreciated until brought into use
The assets' residual values, useful lives and depreciation methods are
reviewed, and adjusted prospectively if appropriate. If there is an indication
of a significant change since the last reporting date, the recoverable amount
of the asset in its current condition is estimated in order to determine the
extent of the impairment loss, if any. The recoverable amount of an asset is
the greater of its value in use and its fair value less cost of disposal. An
impairment loss is recognised in the Consolidated Statement of Profit and Loss
and Other Comprehensive Income, wherever the carrying amount of the asset
exceeds its recoverable amount.
Gains and losses on disposals are determined by comparing the proceeds with
the carrying amount and are recognised in the Consolidated Statement of Profit
and Loss and Other Comprehensive Income.
1.14 Leases
Identifying Leases
The Group accounts for a contract, or a portion of a contract, as a lease when
it conveys the right to use an asset for a period of time in exchange for
consideration. Leases are those contracts that satisfy the following
criteria:
· there is an identified asset;
· the Group obtains substantially all the economic benefits from use of
the asset; and
· the Group has the right to direct use of the asset.
The Group considers whether the supplier has substantive substitution rights.
If the supplier does have those
rights, the contract is not identified as giving rise to a lease.
In determining whether the Group obtains substantially all the economic
benefits from use of the asset, the Group considers only the economic benefits
that arise from the use of the asset, not those incidental to legal ownership
or other potential benefits.
In determining whether the Group has the right to direct use of the asset, the
Group considers whether it directs how and for what purpose the asset is used
throughout the period of use. If there are no significant decisions to be made
because they are pre-determined due to the nature of the asset, the Group
considers whether it was involved in the design of the asset in a way that
predetermines how and for what purpose the asset will be used throughout the
period of use. If the contract or portion of a contract does not satisfy these
criteria, the Group applies other applicable IFRSs rather than IFRS 16.
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
· leases of low value assets; and
· leases with a term of 12 months or less.
For these exempt leases, the Group recognises the lease payments as an expense
on a straight-line basis over the lease term, or another systematic basis if
that more accurately represents the pattern of the Group's benefit.
Lease measurement
Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the
Group's incremental borrowing rate on commencement of the lease is used.
Variable lease payments are only included in the measurement of the lease
liability if they depend on an index or rate. In such cases, the initial
measurement of the lease liability assumes the variable element will remain
unchanged throughout the lease term. Other variable lease payments are
expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also
includes:
· amounts expected to be payable under any residual value guarantee;
· the exercise price of any purchase option granted in favour of the
Group if it is reasonably certain to exercise that option;
· any penalties payable for terminating the lease, if the term of the
lease has been estimated on the basis of the termination option being
exercised.
Right-of-use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives
received, and increased for:
· lease payments made at or before commencement of the lease;
· initial direct costs incurred; and
· the amount of any provision recognised where the Group is contractually
required to dismantle, remove or restore the leased asset (typically leasehold
dilapidations).
Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life
of the asset if, rarely, this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any lease (because, for
example, it reassesses the probability of a lessee extension or termination
option being exercised), it adjusts the carrying amount of the lease liability
to reflect the payments to make over the revised term, which are discounted
using a revised discount rate. The carrying value of lease liabilities is
similarly revised when the variable element of future lease payments dependent
on a rate or index is revised, except the discount rate remains unchanged. In
both cases an equivalent adjustment is made to the carrying value of the
right-of-use asset, with the revised carrying amount being amortised over the
remaining (revised) lease term. If the carrying amount of the right-of-use
asset is adjusted to zero, any further reduction is recognised in profit or
loss.
When the Group renegotiates the contractual terms of a lease with the lessor,
the accounting depends on the
nature of the modification:
· if the renegotiation results in one or more additional assets being
leased for an amount commensurate with the standalone price for the additional
rights-of-use obtained, the modification is accounted for as a separate lease
in accordance with the above policy;
· in all other cases where the renegotiation increases the scope of the
lease (whether that is an extension to the lease term, or one or more
additional assets being leased for an amount that is not commensurate with the
standalone price for the additional rights-of-use obtained).
· The lease liability is remeasured using the discount rate applicable
on the modification date, with the right-of-use asset being adjusted by the
same amount; and
· if the renegotiation results in a decrease in the scope of the lease,
both the carrying amount of the lease liability and right-of-use assets are
reduced by the same proportion to reflect the partial or full termination of
the lease with any difference recognised in profit or loss. The lease
liability is then further adjusted to ensure its carrying amount reflects the
amount of the renegotiated payments over the renegotiated term, with the
modified lease payments discounted at the rate applicable on the modification
date. The right-of use asset is adjusted by the same amount.
1.15 Impairment
At each reporting date, the Group reviews the carrying amounts of its
property, plant and equipment and intangible assets to determine whether there
is any indication that those assets have suffered an impairment loss. If any
such indication exists, the recoverable amount of the asset is estimated to
determine the extent of the impairment loss (if any). Goodwill is allocated to
the Group's cash-generating units (CGUs) and is reviewed for impairment at
least annually. An impairment loss is recognised wherever the carrying amount
of the asset exceeds its recoverable amount. Where the asset does not generate
cash flows that are independent from other assets, the group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
When a reasonable and consistent basis of allocation can be identified,
corporate assets are also allocated to individual cash-generating units, or
otherwise they are allocated to the smallest group of cash-generating units
for which a reasonable and consistent allocation basis can be identified.
The recoverable amount of an asset is the greater of its value in use and its
fair value less cost of disposal. Value in use is determined using pre-tax
cash flow projections based on financial budgets approved by management and
discounted at a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset or CGU.
Impairment losses are recognised in the Consolidated Statement of Profit and
Loss and Other Comprehensive Income. A previously recognised impairment loss
is reversed only if there has been a change in the estimates used to determine
the asset's recoverable amount since the last impairment loss was recognised.
If that is the case, the carrying amount of the asset is increased to its
recoverable amount. That increased amount cannot exceed the carrying amount
that would have been determined, net of depreciation, had no impairment loss
been recognised for the asset in prior years. Such reversal is recognised in
the Consolidated Statement of Profit and Loss and Other Comprehensive Income.
An impairment loss recognised for goodwill is not reversed in a subsequent
period.
1.16 Inventories
Inventories are initially recognised at cost and subsequently measured at the
lower of cost and net realisable value (NRV). Cost is determined using the
first in, first out (FIFO) method. Cost comprises all costs of purchase, costs
of conversion and other costs incurred in bringing the inventories to their
present location and condition.
Net realisable value (NRV) represents the estimated selling price in the
ordinary course of business, less the estimated costs of completion and the
estimated costs necessary to make the sale.
At each reporting date, an assessment is made for impairment. Any excess of
the carrying amount of inventories over their NRV is recognised as an
impairment loss in profit or loss. Reversals of impairment losses are
recognised in the Consolidated Statement of Profit and Loss and Other
Comprehensive Income when the circumstances that previously caused the
impairment no longer exist.
1.17 Trade Receivables
Trade receivables are amounts due from customers for goods in the ordinary
course of business. If collection is expected in one year or less (or in the
normal operating cycle of the business if longer), they are classified as
current assets. If not, they are presented as non-current assets.
Under IFRS 9, the Group applies the simplified approach for trade receivables,
under which expected credit losses (ECLs) are recognised over the lifetime of
the receivables. ECLs are calculated based on a combination of historical
credit loss experience, adjusted for forward-looking information, including
current and forecasted economic conditions that may affect the customers'
ability to pay.
For trade receivables, which are reported net of impairment, any expected
credit losses are recorded in a separate losses account and recognised within
operating expenses in the Consolidated Statement of Profit and Loss and Other
Comprehensive Income. There has been no material change in the loss allowance
for these instruments following the adoption of IFRS 9.
1.18 Cash and Cash Equivalents
Cash is represented by cash in hand. Cash equivalents are highly liquid
investments that mature in no more than three months from the date of
acquisition and that are readily convertible to known amounts of cash with
insignificant risk of change in value.
1.19 Trade Payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less (or in the normal operating cycle of the business if longer). If not,
they are presented as non-current liabilities.
Trade payables are recognised initially at the transaction price and
subsequently measured at amortised cost using the effective interest method.
1.20 Provisions for Liabilities
Provisions are recognised when an event has occurred that gives the Group a
legal or constructive obligation, it is probable that an outflow of economic
benefits will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation.
For warranty provisions, expected costs are recognised at the date of sale of
the beauty devices, based on the best estimate of the expenditure required to
settle the Group's obligation. These provisions are calculated using
historical data and anticipated future claims.to ensure the estimate reflects
management's most accurate assessment.
Provisions are charged as an expense to the Consolidated Statement of Profit
and Loss and Other Comprehensive Income in the year the obligation arises and
are measured at the best estimate of the expenditure required to settle the
obligation at the reporting date, taking into account relevant risks and
uncertainties. Provisions are reviewed at each reporting date and adjusted to
reflect the current best estimate of the obligation.
When payments are made, they are deducted from the provision recognised in the
Consolidated Statement of Financial Position.
1.21 Financial Instruments
Financial instruments are recognised when the Group becomes a party to the
contractual provisions of the instrument.
Financial assets
Financial assets include the following items:
· Trade receivables, amounts owed by group undertakings and other
short-term receivables, which are initially recognised at fair value and
subsequently carried at amortised cost.
· Foreign exchange forward contracts, which are measured at fair value
through profit or loss (FVTPL) which changes in fair value recognised in the
Consolidated Statement of Profit and Loss and Other Comprehensive Income as
they arise.
· Cash and cash equivalents.
Initial measurement
A financial asset is initially measured at fair value plus, for an item not at
fair value through profit or loss (FVTPL), transaction costs directly
attributable to its acquisition or issue. Trade receivables without a
significant financing component are initially recognised at their transaction
amount.
Subsequent measurement
Assets classified as at amortised cost are subsequently measured using the
effective interest method. The effective interest rate is the rate that
exactly discounts the future cash receipts through the life of the instrument
to the net carrying amount on initial recognition. Interest income is
recognised in the Consolidated Statement of Profit and Loss and Other
Comprehensive Income.
Foreign exchange forward contracts, being classified as FVTPL, are
subsequently measured at fair value at each reporting date, with all gains and
losses recognised directly in profit or loss.
Financial assets that are held within a different business model other than
'hold to collect' or 'hold to collect and sell' are categorised at fair value
through profit and loss (FVTPL). Further, financial assets whose contractual
cash flows are not solely payments of principal and interest are accounted for
at FVTPL. All derivative financial instruments fall into this category, except
for those designated and effective as hedging instruments, for which the hedge
accounting requirements apply.
Assets in this category are measured at fair value with gains or losses
recognised in profit or loss. The fair values of financial assets in this
category are determined by reference to active market transactions or using a
valuation technique where no active market exists.
The Group measures loss allowances at an amount equal to lifetime expected
credit loss (ECL) for trade receivables, with ECL being losses that arise from
possible default events over the expected life of the financial instrument.
ECLs are a probability weighted estimate of credit losses, measured as the
present value of cash shortfalls, discounted at the effective interest rate of
the financial asset.
Lifetime ECLs are the ECLs from all possible default events over the expected
life of the financial instrument and are based on quantitative and qualitative
information, based on historical experience and forward-looking information.
ECL losses are recognised through profit or loss within the Consolidated
Statement of Profit and Loss and Other Comprehensive Income.
Definition of default
For internal credit risk management purposes, the Group considers a financial
asset not recoverable if the customer balance owing is 180 days past due and
information obtained from the customer and other external factors indicate
that the customer is unlikely to pay its creditors in full.
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a
detrimental impact on the estimated future cash flows of that financial asset
have occurred. Evidence that a financial asset is credit-impaired include
observable data about the following events:
a) significant financial difficulty of the issuer or the counterparty;
b) a breach of contract, such as a default or past due event;
c) the lender(s) of the debtor, for economic or contractual reasons
relating to the debtor's financial difficulty, having granted to the debtor a
concession(s) that the lender(s) would not otherwise consider;
d) it is becoming probable that the debtor will enter bankruptcy or other
financial reorganisation; and
the disappearance of an active market for that financial asset because of
financial difficulties.
Write-off policy
The Group derecognises a financial asset when there is information indicating
that the debtor should be fully impaired, and a 100% loss allowance is
recognised.
Derecognition of financial assets
Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or the Group transfers the rights to
receive the contractual cash flows in a transaction in which substantially all
the risks and rewards of ownership are transferred, or in which the Group
neither transfers nor retains substantially all the risks and rewards of
ownership and does not retain control of the financial asset.
Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or
as equity in accordance with the substance of the contractual arrangement.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of an entity after deducting all of its liabilities. Equity instruments
issued by the Topco are recognised at the proceeds received, net of direct
issue costs.
Financial liabilities
Financial liabilities are-classified as either financial liabilities 'at
FVTPL' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, are initially measured at
fair value, net of transaction costs.
Other financial liabilities are subsequently measured at amortised cost
using the effective interest method,
with interest expense recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of
a financial liability and of allocating interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts
estimated future cash payments through the expected life of the financial
liability, or, where appropriate, a shorter period, to the net carrying amount
on initial recognition.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group's
obligations are discharged, cancelled or they expire.
Note 2: Critical Accounting Judgements and Key Sources of Estimation
Uncertainty
In the application of the Group's and the Company's accounting policies, the
Directors are required to make judgements, estimates and assumptions about the
carrying amount of assets and liabilities that are not readily apparent from
other sources. The estimates and associated assumptions are based on
historical experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised where the revision affects only that period, or in the
period of the revision and future periods where the revision affects both
current and future periods.
Critical judgements in applying the Group's accounting policies
Capitalisation of internal development costs
The Group capitalises expenditure on internal development projects as
intangible assets when it is judged that technical, commercial and financial
feasibility has been demonstrated. The critical judgement lies in determining
which projects meet these criteria and the proportion of internal staff costs
to allocate. Changes in these judgements could materially affect the amount of
development costs capitalised and the profit or loss for the period.
Determination of lease terms
Management determines the lease term for each lease from the date of initial
application or the lease commencement date to the contractual expiration date.
The critical judgement relates to whether leases are reasonably certain to be
extended beyond the contractual term. Management has concluded that it is not
reasonably certain that extensions will occur.
Identification of separable intangible assets on business acquisitions
The Group exercises critical judgement in identifying separable intangible
assets during business acquisitions. The judgement relates to whether an
intangible asset can be separated from the acquired entity or arises from
contractual or legal rights. Management evaluates the assets to ensure they
are recognised separately from goodwill, considering factors such as
trademarks, patents and customer relationships. This assessment impacts the
Financial Statements, influencing both the Consolidated Statement of Financial
Position and future amortisation expenses.
Contingent consideration
Contingent consideration arising from a business combination is recognised at
its fair value on the acquisition date as part of the consideration
transferred. The critical judgement relates to the classification of
contingent consideration as either a financial liability or equity is
determined in accordance with IFRS 3 and IFRS 9.
Contingent consideration classified as a financial liability is subsequently
remeasured at fair value at each reporting date, with changes in fair value
recognised in the Consolidated Statement of Profit and Loss and Other
Comprehensive Income.
Contingent consideration classified as equity is not remeasured after the
acquisition date and is settled within equity when the obligation is
fulfilled.
Business combination under common control
The Group has exercised judgement in applying the pooling of interests method
for business combinations under common control. This approach was chosen due
to the continuity of control by existing shareholders and the absence of
non-controlling interests, ensuring that the controlling parties maintain a
continuous interest in the business both before and after the transaction.
Additionally, the Directors have opted for a retrospective restatement of
financial information for periods prior to the combination. This involves
restating prior periods to include the comprehensive income and financial
position of all combining entities, adjusted to achieve uniformity of
accounting policies. This judgement aligns with IFRS 10, as the transactions
are viewed as a continuation from the controlling parties' perspective, with
no change in ultimate control.
The carrying amounts of assets and liabilities are based on the financial
information available as of the beginning of the earliest period presented,
with necessary IFRS adjustments made to ensure consistent accounting policies
across the Group. This decision impacts the Financial Statements by retaining
pre-acquisition equity reserves and history, reflecting the continuity of the
combining entities and their equity composition.
Key Sources of Estimation Uncertainty
Equity-settled share options
The Group granted share options to directors on 23 September 2025 as a IPO
equity-settled award, conditional on admission to the London Stock Exchange.
Vesting is linked to service and forecast EBITDA performance. The charge to
profit or loss is based on management's estimates of future EBITDA and
involves significant estimations in the assumptions applied.
Goodwill
Goodwill is allocated to the cash generating units (CGUs), that are expected
to benefit from the business combination from which goodwill was recognised.
Other intangible assets arising on acquisition, such as brand names and
intellectual property are also allocated to the same CGUs. The Group performs
annual impairment tests on the carrying value of its goodwill. The impairment
test assesses the recoverable amount of a cash generating unit (CGU) against
the goodwill carrying amount for that CGU. The recoverable amount of a CGU is
the greater of its value in use and its fair value less costs of disposal.
This assessment requires estimates and assumptions to be made in respect of
cash flow forecasts, terminal value and discount rates. To the extent that
estimates and assumptions made in this calculation change, the results of the
impairment may also change. The Group has recognised an impairment of £nil
for the year ended 31 December 2025 (year ended 31 December 2024 - £3,600k).
Inventory provision
Consideration has been given by the Directors to the level of provision
against stocks. In determining the provision required, the Directors have used
historical experience and their knowledge of the industry. However, the
estimation of inventory provisions is inherently uncertain and is subject to
judgement. Small changes in assumptions or market conditions could lead to a
material impact on the Financial Statements.
For example, a 2% change in the estimated provision would impact the
impairment of inventory expense recognised by circa £459k. At 31 December
2025, the impairment of inventory expense recognised was £760k (31 December
2024 - £711k). Given the judgemental nature of these estimates, there is a
risk that actual inventory write-downs could differ materially from the
amounts recognised.
Useful economic life of intangible fixed assets
The useful economic lives of intangible fixed assets must be estimated by the
Directors to determine the period over which they are amortised. A change in
the estimated useful life by one year would result in a change of £1,529k to
the amortisation charged to the Consolidated Statement of Profit and Loss and
Other Comprehensive Income. The net book value of these fixed assets is
£18,345k (31 December 2024 - £19,600k).
Warranty provision
Warranty provisions represent management's best estimate of the costs expected
to arise from fulfilling warranty obligations. These provisions are based on
historical data and anticipated future claims related to the sale of beauty
devices. Management assesses these obligations collectively due to their
similar nature and consistent application across products.
A 1% change in the estimated costs would impact the warranty provision
recognised by circa £1,410k. The key assumptions subject to sensitivity
include:
· the expected warranty claim (return/failure) rate, based on
historical patterns and anticipated future product performance; and
· the estimated cost per claim, including parts, labour, logistics, and
related overheads.
The sensitivity reflects a movement in these key inputs, both of which are
significant drivers of the total provision.
In line with IAS 37, the Group ensures that the provisions reflect the most
accurate estimate of the expenditure required to settle these obligations,
considering relevant risks and uncertainties.
Note 3: Segmental Reporting
Description of the types of products and services from which each reportable
segment derives its revenues
· CurrentBody Skin: Own brand beauty technology products primarily sold
through its e-commerce platforms and marketplaces globally, including LED
masks, radio frequency devices, and facial cleansing tools.
· ZIIP Beauty: Manufacturing and selling premium microcurrent facial
devices and skincare products under the ZIIP brand, marketed primarily through
its own e-commerce platforms and marketplaces globally.
· Tria Laser: Designing, manufacturing and selling laser-based beauty and
hair-removal devices for at-home use, marketed under the Tria brand primarily
through its own e-commerce platforms and selected global marketplaces.
· Third Party: Beauty and wellness devices sourced from external
manufacturers and sold through the Group's e-commerce platforms and global
marketplaces. Although discontinued in January 2025, Third Party represented a
historically significant revenue stream - and generated cash inflows
independent from the Group's own-brand segments.
Disaggregation of revenue from contracts with customers
In accordance with IFRS 8.27, revenue for each reportable segment is measured
on the same basis as the consolidated Financial Statements and reflects
revenue from external customers only. Segment performance is evaluated based
on gross profit, which the CODM (Chief Operating Decision Maker) considers the
key measure for resource allocation and operating decision-making. Segment
assets and liabilities are not reviewed by the CODM and, accordingly, are not
disclosed.
The Group disaggregates revenue by operating segment to illustrate how the
nature, amount, timing and uncertainty of revenue and cash flows are affected
by economic factors.
Year ended 31 December 2025 CurrentBody Tria Third ZIIP Total
Party
£'000 £'000 £'000 £'000 £'000
Revenue 125,775 1,951 79 13,155 140,960
Cost of Sales (48,151) (674) (70) (3,720) (52,615)
Gross Profit 77,624 1,277 9 9,435 88,345
Administrative expenses (57,262)
Share-based payment expense (1,533)
Exceptional administrative expenses (8,021)
Other operating income 714
(Loss)/gain included in fair value on remeasurement of contingent (289)
consideration
Fair value gain on foreign exchange -
forward contracts
Interest receivable 93
Finance costs (6,807)
Profit before tax 15,240
Year ended 31 December 2024 CurrentBody Tria Third Party ZIIP Total (Restated)
£'000 £'000 £'000 £'000 £'000
Revenue 79,071 - 13,072 8,981 101,124
Cost of Sales (28,811) - (11,267) (3,644) (43,722)
Gross Profit 50,260 - 1,805 5,337 57,402
Administrative expenses (42,512)
Share-based payment expense (836)
Exceptional administrative expenses (1,545)
Other operating income 23
(Loss)/gain included in fair value on remeasurement of contingent 1,135
consideration
Fair value gain on foreign exchange forward contracts 112
Finance costs (8,631)
Profit before tax 5,148
Revenue by Geographic location: Year ended 31 December 2025 Year ended 31 December 2024
£'000 £'000
United Kingdom 28,784 22,679
USA 56,157 37,217
Rest of Europe 31,254 22,925
Asia 18,021 13,778
Rest of the World 6,744 4,525
Total 140,960 101,124
Note 4: Expenses by Nature
Year ended 31 December 2025 Year ended 31 December 2024
£'000 (Restated)
£'000
Depreciation of property, plant and equipment 459 183
Amortisation of right-of-use assets 541 335
Amortisation of intangible assets 4,751 3,849
Impairment loss on goodwill - 3,600
Research and development expenses 143 81
Loss on disposal of intangible fixed assets. - 3
Cost of inventories recognised as an expense 52,615 43,722
Foreign exchange 428 408
Note 5: Exceptional Administrative Expenses
Year ended 31 December 2025 Year ended 31 December 2024
(Restated)
£'000 £'000
Deal fees 7,518 1,275
Staff redundancy 64 -
Legal disputes 412 270
Office relocation 27 -
Total exceptional administrative expenses 8,021 1,545
The exceptional administrative expenses presented above represent items that
are not considered part of the Group's underlying administrative cost base and
therefore are shown separately to assist users in better understanding the
Group's underlying operating performance. Presenting these items separately
provides clarity on the results of the Group's core operations, excluding
significant strategic, transformational or unusual events.
The Group applies this exceptional items accounting policy consistently across
reporting periods.
The nature of the items presented as exceptional is as follows:
· Deal fees relate to costs incurred in connection with the exploring a
potential private equity acquisition and IPO-related advisory services.
· Staff redundancy costs relate to the strategic decision to reduce
in-house manufacturing activity and transition of elements of production to
third-party manufacturers.
· Legal dispute costs related to trademark and misrepresentation
matters.
· Office relocation costs represent one-off expenses associated with
relocating to new warehouse facilities in the US and UK.
Note 6: Employee Benefit Expenses
The aggregate employee benefit expenses were as follows:
Year ended 31 December 2025 Year ended 31 December 2024
£'000 (Restated)
£'000
Wages and salaries 10,412 10,193
Social security costs 1,565 1,297
Cost of defined contribution scheme 244 243
Share-based payment expense 1,533 836
Total 13,754 12,569
The payroll costs disclosed above include staff costs relating to the
development of software of £2,343k (2024: £1,858k) that were capitalised in
intangible assets.
The average monthly number of employees was as follows:
Year ended 31 December 2025 Year ended 31 December 2024
(Restated)
Number Number
Marketing 76 80
Customer service 26 31
Developmental 6 4
Finance 14 11
Operational 114 77
Directors 5 8
Total 241 211
Note 7: Finance Costs
Year ended 31 December 2025 Year ended 31 December 2024
£'000 (Restated)
£'000
Interest on bank loans 2,282 2,700
Interest on loan notes 1,723 2,737
Interest on preference shares 2,300 2,851
Interest on lease liabilities 349 193
Unwinding of discount on contingent consideration 153 150
Total 6,807 8,631
Note 8: Earnings Per Share
Year ended 31 December 2025 Year ended 31 December 2025
Basic Earnings Per Share 10.7p 1.9p
Diluted Earnings Per Share 10.6p 1.9p
Basic Earnings Per Share is based on the profit after tax for the year and the
weighted average number of shares in issue during the year. All classes of
shares in issue have equal rights and are being treated as one class of share.
The weighted average number of shares in issue during 2025 and 2024 takes into
account the business combination under common control for combining entities.
Shares held by the Employee Benefit Trust are excluded from the weighted
average shares for the purposes of calculating Basic Earnings Per Share.
Diluted Earnings Per Share is calculated by adjusting the weighted average
number of shares used for the calculation of Basic Earnings Per Share as
increased by the dilutive effect of potential ordinary shares. Dilutive shares
arise from employee share option schemes where the exercise price is less than
the average market price of the Company's ordinary shares during the period.
Their dilutive effect is calculated on the basis of the equivalent number of
nil cost options.
The table below shows the key variables used in the Earnings Per Share
calculations:
Year ended 31 December 2025 Year ended 31 December 2024
Profit after tax for the period (£'000) 9,867 1,675
Weighted average number of shares (thousands)
Weighted average shares in issue 93,460 87,900
Weighted average shares held by EBT (1,097) -
Weighted average shares for basic EPS 92,363 87,900
Weighted average dilutive potential shares 1,097 -
Weighted average shares for diluted EPS 93,460 87,900
Note 9: Property, Plant and Equipment
Leasehold improvements Plant and Equipment Fixtures and Fittings Computer Equipment Assets under construction Total
Cost £'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2024 79 6 592 170 - 847
Additions - 1 79 72 767 919
Correction to presentation - - (35) - - (35)
Foreign exchange - - 5 - - 5
At 31 December 2024 79 7 641 242 767 1,736
Reclassification of assets under construction 19 430 318 - (767) -
Additions 1,906 126 430 71 - 2,533
Disposals (36) (2) (341) (45) - (424)
Foreign exchange - - (26) (1) - (27)
At 31 December 2025 1,968 561 1,022 267 - 3,818
Depreciation and impairment
At 1 January 2024 13 2 153 51 - 219
Charge for the period 8 1 138 36 - 183
Correction to presentation - - (35) - - (35)
Foreign exchange - - 1 - - 1
At 31 December 2024 21 3 257 87 - 368
Charge for the period 88 71 250 50 - 459
Elimination of disposals (20) (2) (341) (37) - (400)
Foreign exchange - - (11) - - (11)
At 31 December 2025 89 72 155 100 - 416
Net book value
At 31 December 2025 1,879 489 867 167 - 3,402
At 31 December 2024 57 4 384 156 767 1,368
Note 10: Right of Use Assets
Land and Buildings
£'000
Cost
At 1 January 2024 2,242
Additions 309
Foreign exchange 7
At 31 December 2024 2,558
Additions 2,552
Foreign exchange (43)
Disposals (373)
At 31 December 2025 4,694
Amortisation and impairment
At 1 January 2024 401
Charge for the period 335
Foreign exchange -
At 31 December 2024 736
Charge for the period 541
Foreign exchange -
Disposals (343)
At 31 December 2025 934
Net book value
At 31 December 2025 3,760
At 31 December 2024 1,822
Note 11: Intangible Assets
Goodwill Patents and licences Product development Website cost Intellectual property Brand Total
Cost £'000 £'000 £'000 £'000 £'000 £'000 £'000
Restated as at 1 January 2024 38,889 83 2,580 2,875 1,069 19,484 64,980
Additions - 43 2,020 872 - 1,017 3,952
Foreign exchange - - 24 4 - 19 47
Disposals - - (3) - - - (3)
At 31 December 2024 38,889 126 4,621 3,751 1,069 20,520 68,976
Additions - 95 2,470 1,001 - 90 3,656
Foreign exchange - - (125) - - (71) (196)
Disposals - - - - - - -
At 31 December 2025 38,889 221 6,966 4,752 1,069 20,539 72,436
Amortisation and impairment
Restated as at 1 January 2024 1,271 12 1,183 892 356 4,156 7,870
Amortisation charge for the period - 10 1,061 616 214 1,948 3,849
Impairment 3,600 - - - - - 3,600
Foreign exchange - - 6 33 - - 39
At 31 December 2024 4,871 22 2,250 1,541 570 6,104 15,358
Amortisation charge for the period - 24 1,635 730 214 2,148 4,751
Impairment - - - - - - -
Foreign exchange - - (32) - - (4) (36)
At 31 December 2025 4,871 46 3,853 2,271 784 8,248 20,073
Net book value
At 31 December 2025 34,018 175 3,113 2,481 285 12,291 52,363
Restated as at 31 December 2024 34,018 104 2,371 2,210 499 14,416 53,618
Goodwill Impairment review
Goodwill is tested for impairment at each reporting date, or more frequently
when indicators of impairment arise. Impairment testing is performed at the
level of the Group's cash generating units ("CGUs"), which represent the
smallest identifiable groups of assets that generate largely independent cash
inflows. The recoverable amount of each CGU is determined based on value in
use (VIU) calculations. No fair value less costs of disposal approach has been
applied.
VIU calculations require management to estimate future cash flows over a
defined forecast period, apply an appropriate terminal growth rate to
extrapolate those cash flows beyond the forecast horizon, and discount the
resulting amounts using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to each CGU.
Cash flow projections are based on financial budgets approved by management
covering a five-year period to 31 December 2029. This period reflects
management's assessment of the timeframe over which reliable forecasts can be
made, based on historical performance and visibility over future trading. Cash
flows beyond this period are extrapolated using a terminal growth rate of
2.0%, which is based on expected long-term global GDP growth and does not
exceed long-term average growth rates for the markets in which the Group
operates. The terminal growth rate is considered conservative relative to
external forecasts.
The carrying amount of goodwill is allocated to the Group's CGUs as follows:
Year ended 31 December 2025 Year ended 31 December 2024
(Restated)
£'000 £'000
The Beauty Tech Group Limited 26,957 26,957
ZIIP Inc. 3,327 3,327
TBTG PTE Limited 3,734 3,734
Total 34,018 34,018
At 31 December 2025, following the impairment review, management concluded
that The Beauty Tech Group TBTG PTE (formerly CBT AT-Home Beauty Holdings PTE)
has suffered an impairment loss of £nil (2024: £3,600k).
The calculation of value in use for all the above CGUs is most sensitive to
the following assumptions:
· Pre-tax discount rate
Pre-tax discount rate based on a weighted average cost of capital (WACC) of
12.6% (2024: 19.9%) applied to the cash flow projections used in the value in
use calculations.
· Performance in the market
Reflects how management believes that the CGU will perform over the five
year-period from 31 December 2025 and is used to calculate the value in use of
the CGUs.
CGU specific operating assumptions are applicable to the forecasted cash flows
for the years 2026 to 2030 and relate to revenue forecasts and underlying
profit margins in each of the operating CGUs. The value ascribed to each
assumption will vary between CGUs as the forecasts are built up from the
underlying business units within each CGU group. These assumptions are based
upon a combination of past experience of observable trends and expectations of
future changes in the market.
Management has conducted a sensitivity review of the primary assumptions
underlying the impairment model, applying reasonably possible variations. Over
the five-year forecast period, potential downside risks have been identified.
For example, a 5.0% annual decrease in revenue could reduce headroom by
£9.9m; a decline in EBITDA margin of 50bps per year could lower headroom by
£2.4m; and a 1.0% increase in the discount rate could reduce headroom by
£27.3m.
To address these risks, management may implement mitigating actions, including
optimizing the operating model to enhance margins and cash flow, tightening
controls over capital expenditures, and prioritizing higher-margin, more
profitable sales. While the model demonstrates limited sensitivity to
individual changes in assumptions, management notes that, under reasonably
possible changes in key assumptions considered individually, the recoverable
amount continues to exceed the carrying value with sufficient headroom
remaining. However, more severe combined downside scenarios could reduce or
eliminate headroom.
Note 12: Inventories
Year ended 31 December 2025 Year ended 31 December 2024
(Restated)
£'000 £'000
Raw materials 1,476 1,852
Finished goods 17,736 15,226
Total 19,212 17,078
Inventory provisions netted from gross inventory were £2,276k for the year to
31 December 2025 (2024: £1,552k).
Note 13: Trade and Other Receivables
Year ended 31 December 2025 Year ended 31 December 2024
(Restated)
£'000 £'000
Trade receivables at amortised cost 6,965 3,763
Less: expected credit loss provision (172) -
Trade receivables at amortised cost- net 6,793 3,763
Amounts owed by related parties - 28
Foreign exchange contracts - 112
Other receivables 9,899 11,391
Prepayments 1,498 1,336
Total 18,190 16,630
Note 14: Trade and Other Payables
Year ended 31 December 2025 Year ended 31 December 2024
£'000 (Restated)
£'000
Trade payables 10,680 10,997
Taxation and social security 6,111 4,001
Accrued expenses 9,428 5,454
Deferred income 3,080 -
Other payables 3,362 540
Total 32,661 20,992
Note 15: Lease Liabilities
2025 2024
(Restated)
£'000 £'000
At 1 January 2,050 1,988
Additions 2,252 316
Interest 349 193
Principal repayment (301) (254)
Interest payment (349) (193)
Foreign exchange (102) -
At 31 December 3,899 2,050
The following table presents the undiscounted contractual cash flows of the
Group's lease liabilities, which differ from the carrying amounts recognised
in the Consolidated Statement of Financial Position due to the effect of
discounting.
Maturity Analysis 2025 2024
£'000 £'000
Less than one year 721 551
Between one and five years 2,731 1,886
Over five years 2,213 1,113
At 31 December 5,665 3,550
Note 16: Borrowings
31 December 2025 31 December
£'000 2024
£'000
Amounts falling due within one year - 71
Bank loans
Amounts falling due within 2-5 years - 11,515
Bank loans
Amounts falling due within 2-5 years - 30,026
Loan notes
Amounts falling due within 2-5 years
Total - 41,541
Total - 41,612
Loan notes
Loan notes are secured by fixed charges over the assets of Group companies.
10% Fixed Rate Secured Loan Notes 2027
As at 4 April 2025, the carrying amount of the loan notes, including accrued
interest of £7,690,569, was £27,690,525 (31 December 2024: £27,019,000,
including accrued interest of £7,019,000).
On 4 April 2025, a partial cash repayment of £10,512k was made from the
proceeds of the Santander refinancing facility (see Bank Loans below),
comprising £6,037k repaid to the eComplete Investors and £4,475k repaid to
members of management.
On 3 October 2025, the remaining loan notes, with a carrying value of
£18,049k (eComplete Investors £13,846k; management £4,203k, both including
accrued interest), were novated to The Beauty Tech Group plc and subsequently
converted into 6,325,386 ordinary shares of £0.10 each (eComplete Investors:
4,852,418 shares; management: 1,472,968 shares). The loan notes were
derecognised on conversion and the balance is included within equity. As at 31
December 2025, the carrying amount was nil.
10% Fixed Rate Secured Loan Notes 2028
As at 4 April 2025, the carrying amount of the loan notes, including accrued
interest of £483,882, was £3,081,690 (31 December 2024: £3,006,808,
including accrued interest of £409,000).
On 4 April 2025, a partial cash repayment of £980k was made to Thakral
Lifestyle PTE. Ltd from the proceeds of the Santander refinancing facility.
On 3 October 2025, the remaining loan notes held by Thakral Lifestyle PTE.
Ltd, with a carrying value of £2,208k (including accrued interest), were
novated to The Beauty Tech Group plc and subsequently converted into 773,808
ordinary shares of £0.10 each. The loan notes were derecognised on conversion
and the balance is included within equity. As at 31 December 2025, the
carrying amount was nil.
In aggregate, partial cash repayments totalling £11,492k were made to
shareholder loan note holders on 4 April 2025 from the proceeds of the
Santander refinancing facility. On 3 October 2025, the remaining loan notes
with a total carrying value of £20,257k were novated to The Beauty Tech Group
plc and converted into a total of 7,099,170 ordinary shares of £0.10 each at
a conversion price of £2.85 per share.
Bank Loans
Bank loans comprise interest-bearing financial liabilities measured at
amortised cost and are secured by fixed and floating charges over the assets
of the Group.
At 31 December 2025, the Group had no bank loans outstanding (31 December
2024: £11,515,000).
At 31 December 2024, bank loans comprised a senior secured term loan with a
carrying amount of £11,515,000, bearing interest at the Central Bank Rate
plus 10.5% per annum. The loan was contractually repayable on the earlier of
November 2026, a change of listing of the Group's ultimate parent undertaking,
a change of control, or the sale of all or substantially all of the Group's
assets. The facility was subject to financial covenants, including a minimum
net debt to EBITDA ratio and a minimum cash balance. Compliance with these
covenants was assessed quarterly and no breaches were identified.
In April 2025, the Group entered into two senior secured term loan facilities
with Santander UK plc with total commitments of £25.0m. The proceeds were
used to refinance the existing Beechbrook loan and to partially repay
shareholder loan notes and preference shares. The Santander facilities were
secured by first ranking fixed and floating charges over the assets of the
Group and contained customary financial covenants, with which the Group
complied while the facilities were outstanding.
Following the Group's IPO, the Santander facilities became subject to
mandatory repayment and were repaid in full in October 2025. Accordingly, all
bank loans were fully repaid and derecognised prior to 31 December 2025.
Note 17: Provisions
Provisions £'000
At 31 December 2024 2,155
Utilised during the year (1,394)
Charged to profit or loss 5,121
At 31 December 2025 5,882
Provisions is mainly composed of a warranty provision, which was valued at
£5,532k (2024: £2,155k) at year end. The Group provides a 24-month warranty
on certain products sold during the reporting period. The warranty covers
defects in materials and manufacture under normal use and is recognised as a
provision in the financial statements based on the Group's past experience and
expected costs of fulfilling these obligations. Warranty provisions represent
management's best estimate of the costs expected to arise from fulfilling
warranty obligations, based on historical data and anticipated future claims.
These obligations are assessed collectively due to their similar nature across
products. The provisions reflect the most accurate estimate of the expenditure
required, considering relevant risks and uncertainties, like product rate
returns and repairs or replacement costs. No expected reimbursements are
currently recognised, and no asset has been recorded for any potential
reimbursement.
Note 18: Contingent Consideration
The movement for the contingent consideration is as follows:
Year ended 31 December 2025 £'000 Year ended
31 December 2024
(Restated)
£'000
Opening balance 2,620 3,406
Unwinding of discount 153 150
Conversion to equity on IPO (1,300) -
Remeasurement 289 (1,135)
Foreign exchange (112) 199
Closing balance 1,650 2,620
At 31 December 2025, contingent consideration of £1,650k in relation to the
acquisition of ZIIP Inc. £1,300k in relation to the acquisition of CBT was
converted to equity in the Company as a result of the IPO.
Note 19: Share Capital
31 December 2025 31 December 2024
Number Number
Shares classified as equity
Authorised, allotted, issued and fully paid: 110,701,107 87,900,827
Ordinary shares of £0.10 each
£'000 £'000
Authorised, allotted, issued and fully paid 11,070 8,790
Ordinary shares of £0.10 each
On 3 October 2025, the Company issued 4,500,000 Ordinary shares of £0.10 each
at a price of £2.71 per share to FCM Trust Limited (the "Trust"), a trust
established to hold shares for the purpose of satisfying awards under the
Group's employee share incentive arrangements. As the Group directs the
activities of the Trust through the employee share incentive arrangements,
these shares are classified as treasury shares and presented as a deduction
from equity at a cost of £12,195k. No gain or loss has been recognised in
profit or loss on these shares.
Note 20: Reserves
The Group and Company's reserves are as follows:
Share capital
Share capital represents the nominal value of shares that have been issued.
Share premium
Share premium represents the amount subscribed for share capital in excess of
nominal value net of transaction costs.
Foreign currency translation reserve
Foreign currency translation reserve represents the accumulated gains/losses
arising on retranslating the net assets of overseas operations into GBP.
Share-based payment reserve
The share-based payment reserve represents the share-based payment expense in
respect of equity instruments issued to employees of the group under an equity
settled share-based remuneration scheme.
Retained earnings
Retained earnings represent cumulative profits or losses net of dividends paid
and other adjustments.
Capital contribution reserve
The capital contribution reserve represents contributions received from
shareholders that are not reflected in share capital or share premium. Such
contributions typically arise where the parent or shareholders settle costs on
behalf of the Group without an expectation of repayment.
Capital redemption reserve
The capital redemption reserve is created when the Company redeems or buys
back its own shares out of distributable profits. The nominal value of the
shares redeemed is transferred into this reserve to maintain capital integrity
in accordance with statutory requirements.
Merger reserve
The merger reserve arose on the acquisitions of Project Glow Topco Limited and
eComplete SPV Limited, which are accounted for under the principles of
business combinations under common control.
Treasury reserve
The treasury reserve of £12,195k represents 4,500,000 ordinary shares of the
Company held by FCM Trust Limited, a trust established to hold shares for the
purpose of satisfying awards under the Group's employee share incentive
arrangements. The shares were issued at £2.71 per share on 3 October 2025 and
are presented as a deduction from total equity.
Note 21: Financial Commitments, Guarantees and Contingent Liabilities
As part of the acquisition of Beauty Tech Group Inc. in April 2022, the Group
recognised contingent consideration with a maximum contractual value of $6.5
million. In accordance with IFRS 3 Business Combinations, contingent
consideration is recognised at its fair value at the acquisition date,
irrespective of the probability of settlement. The fair value at acquisition
was determined to be $0.61 million (£0.48 million) using a discounted cash
flow valuation technique reflecting market participant assumptions in line
with IFRS 13 Fair Value Measurement.
At 31 January 2023, there were no changes to the expected settlement inputs
used in determining fair value at acquisition. However, the liability was
adjusted for the unwinding of discounting and foreign exchange movements, with
the effects recognised in the Consolidated Statement of Profit and Loss and
Other Comprehensive Income in accordance with IFRS 9 Financial Instruments.
At 31 December 2023, management updated the valuation inputs used in the fair
value model to reflect revised expectations regarding potential settlement
outcomes. These updated inputs increased the fair value of the contingent
consideration liability to $2.68 million (£2.11 million). This change was
recognised in profit or loss in accordance with IFRS 9, as subsequent
remeasurements of financial liabilities measured at fair value through profit
or loss are recognised in earnings.
At 31 December 2024, the fair value was reassessed again using current
information and revised forward-looking assumptions. This resulted in a
revised fair value of $1.65 million (£1.32 million). The movement reflected
updated expectations of settlement amounts together with discounting and
foreign exchange effects. All changes were recognised in the Consolidated
Statement of Profit and Loss and Other Comprehensive Income.
During the year ended 31 December 2025, the contingent consideration relating
to the CBT acquisition was released on 3 October 2025, coinciding with the
Group's IPO. In accordance with IFRS 9, the liability was derecognised when
the obligation was extinguished, and £1.3 million was converted into equity
in the plc.
As at 31 December 2025, the remaining contingent consideration liability of
$1.78 million (£1.65 million) relates solely to the Beauty Tech Group Inc.
acquisition. The liability continues to be measured at fair value at each
reporting date, with changes arising from revised assumptions, discount unwind
and foreign exchange movements recognised in profit or loss in accordance with
IFRS 9.
Fair value has been determined using a Level 3 valuation technique under the
IFRS 13 fair value hierarchy, reflecting the use of significant unobservable
inputs such as expected settlement amounts, discount rates and probability
weighted outcomes. Disclosures on financial risk management, valuation
sensitivities and fair value movements are included in note 19 and note 21 in
accordance with IFRS 7 Financial Instruments: Disclosures.
There are no further commitments, guarantees or contingent liabilities arising
in relation to contingent consideration arrangements that require disclosure.
Note 22: Events After the Reporting Date
There have been no events subsequent to 31 December 2025 that require
adjustment to the Group Financial Statements. Since the reporting date, the
Group has continued to trade in line with management's expectations.
On 25 March 2026, the Group entered into an unsecured £12.5m trade finance
facility with Santander. The facility is available to support the Group's
working capital requirements.
On 1 January 2026, the Company established the Combined Incentive Plan for
eligible employees, comprising a performance-based element linked to Adjusted
EBITDA targets for the financial year ending 31 December 2026; the awards were
assigned to participants in March 2026 and will give rise to share-based
payment charges and related staff costs under IFRS 2 and IAS 19 respectively
over the vesting period. The maximum aggregate charge to the income statement
is estimated at approximately £5.6m before tax, dependent on performance
outcome.
These represent non-adjusting events after the reporting date and,
accordingly, no adjustments have been made to the Financial Statements.
Note 23: Notes Supporting the Consolidated Statement of Cash Flows
Cash and cash equivalents for purposes of the cash flow statement comprise:
31 December 2025 31 December 2024
£'000 £'000
Cash at bank and in hand 40,796 14,538
There are no significant amounts of cash and cash equivalents that are held by
the Group that are not available to the Group.
Movements in the Group's liabilities arising from financing activities have
been analysed below:
Lease Liabilities £'000 Non-current Borrowings Current Borrowings £'000 Total
£'000
£'000
At 1 January 2025 2,050 41,541 71 43,662
Cash flows (651) (26,556) (71) (27,350)
Other movements* 2,500 (14,760) - (12,413)
At 31 December 2025 3,899 - - 3,899
Lease Liabilities £'000 Non-current Borrowings Current Borrowings £'000 Total
£'000
£'000
At 1 January 2024 1,988 38,299 4,874 45,161
Cash flows (447) - (6,998) (7,445)
Foreign exchange 7 - - 7
Other movements* 502 3,242 2,195 5,939
At 31 December 2024 2,050 41,541 71 43,662
* For the year ended 31 December 2025, other non-cash movements on non-current
borrowings of (£14,760k) (2024: £3,242k) comprise: the novation and
conversion of shareholder loan notes into 7,099,170 ordinary shares of The
Beauty Tech Group plc totalling £20,257k (2024: £nil); partially offset by
the accrual of interest on borrowings of £5,344k prior to conversion. Other
non-cash movements on lease liabilities of £2,500k (2024: £502k) comprise
additions from new lease agreements and modifications to existing leases.
Note 24: Share-Based Payment
During the year, shares options were granted on 23 September 2025. These
options were issued to directors of the Group as a IPO award and were
conditional on admission to the London Stock Exchange.
The share-based payment charge in relation to these options during the year
was £951k (2024: £nil).
Award Date Number of Options Share Price at Grant Exercise Price Fair Value at Grant
23 September 2025 4,500,000 £2.71 £nil £2.71
During the 16 month period ended 31 January 2023, certain employees purchased
C Ordinary and D Ordinary shares in the Group. The shares were issued by
Project Glow Topco Ltd to certain employees of the Group. The shares are
treated as equity settled share-based payment arrangement.
The C Ordinary shares vest on a number of criteria over a graded variable
period following issue. The vesting conditions include the requirement for
employees to continue in employment for either a specified period or until an
exit event.
The D Ordinary shares vest on a number of criteria over a graded variable
period following issue. The vesting conditions include the requirement for
employees to continue in employment for either a specified period or until an
exit event. Some D Ordinary shares include EBITDA related vesting conditions.
The fair value of the growth shares granted is determined using the
Monte-Carlo simulation model. The model is internationally recognised as being
appropriate to value similar employee share schemes, and it was deemed that
this approach would result in a materially accurate estimate of the fair
value. The following assumptions were used:
Risk-free rate: 0.44%-4.78%
Volatility: 44.29%-53.05%
Dividend yield: 0.00%
The share-based payment charge in relation to these shares during the year was
£582k (2024: £836k).
The Group's IPO on 3 October 2025 was an exit event in relation to these
share-based payments, resulting in their conversion to equity in the Company,
or settlement in cash. The share-based payment reserve balance sat in equity
was transferred into retained earnings following the exit event.
Note 25: Annual General Meeting
The Annual General Meeting of The Beauty Tech Group plc will be held at 11:00
a.m. on 19 June 2026 at the Company's registered office at Glasshouse, Suite
3F1, Congleton Road, Nether Alderley, Macclesfield, Cheshire, United Kingdom,
SK10 4ZE. The Notice of Annual General Meeting, which will include full
details of the business to be considered, will be sent to Shareholders and
made available on the Group's website in due course.
Alternative Performance Measures
The financial information in this report includes APMs that are not defined or
recognised under IFRS and are unaudited. The Directors believe these measures
provide useful additional information on the underlying performance and
position of the Group. APMs should not be considered as a substitute for, or
superior to, IFRS measures.
Adjusted Earnings Per Share
Adjusted earnings per share is calculated by adjusting the Group's
(loss)/profit for the period for exceptional items and share-based payment
charges, net of the associated tax effect, and dividing by the number of
ordinary shares in issue during the period, including 4,500,000 shares held by
the Employee Benefit Trust. For FY25, the Group was admitted to the London
Stock Exchange on 3 October 2025; accordingly, the denominator used is the
110,701,107 ordinary shares in issue at 31 December 2025, which is presented
on a fully diluted basis. From FY26 onwards, the denominator will be the
weighted average number of ordinary shares in issue during the period.
Adjusted EBITDA
Adjusted EBITDA is calculated as the Group's operating profit before
depreciation and amortisation, excluding exceptional items and share-based
payment charges. The Directors consider Adjusted EBITDA to be the most
meaningful measure of the Group's underlying operating profitability as it
removes the distorting effect of non-cash items and costs not representative
of the Group's recurring operational performance.
Adjusted EBIT
Adjusted EBIT is calculated as Adjusted EBITDA (as defined above) less
depreciation of property, plant and equipment, amortisation of right-of-use
assets and amortisation of trading intangibles. Amortisation of acquired brand
intangibles and goodwill is excluded as it is a non-cash charge arising from
historical acquisition accounting rather than the Group's underlying trading
performance. Adjusted EBIT is the numerator used in the calculation of Return
on Capital Employed (ROCE).
Adjusted EBITDA Margin
Adjusted EBITDA margin is calculated as Adjusted EBITDA (as defined above)
expressed as a percentage of revenue. It is used by management to assess the
Group's operating efficiency and track underlying profitability improvement
over time.
Exceptional Items
Exceptional items are significant costs that are non-recurring in nature and
arise from strategic, transformational or non-routine activities. They are
excluded from APMs because they do not reflect the Group's underlying
operational performance.
During the year ended 31 December 2025, exceptional items comprised:
IPO-related deal fees: costs directly associated with the Group's admission to
the London Stock Exchange in October 2025; legal dispute costs: expenses
relating to trademark and misrepresentation disputes; office relocation costs:
one-off transfer costs associated with moving to new UK and US warehouse
facilities; and staff redundancy costs: costs arising from the decision to
reduce in-house manufacturing capacity and transition supply to third-party
manufacturers.
Net Debt
Net debt is calculated as total borrowings (bank loans and loan notes) less
cash and cash equivalents, excluding IFRS16 lease liabilities. The Directors
use net debt to monitor the Group's leverage position and capital structure.
Operating Return on Capital Employed (Operating ROCE)
Operating ROCE is calculated as Adjusted EBIT divided by operating capital
employed, where operating capital employed excludes cash and cash equivalents
held on the balance sheet that are not deployed in day-to-day operations. The
Directors use Operating ROCE to assess the returns generated by capital
actively employed in the business, providing a more representative view of
operational capital efficiency.
Return on Capital Employed (Adjusted ROCE)
Adjusted ROCE is calculated as Adjusted EBIT divided by capital employed,
where capital employed is defined as total assets less current liabilities.
The Directors use Adjusted ROCE as a measure of the efficiency with which the
Group deploys its total capital base.
(Extracted from The Beauty Tech Group plc Annual Report 2025) Risk Management
and Principal Risks
The Group operates across over 90 countries and is exposed to a range of
evolving risks. Maintaining effective risk identification, assessment and
mitigation processes is essential to delivering the Group's strategic
objectives and creating long-term Shareholder value.
Principal Risks
The Board confirms it has carried out a robust assessment of the Group's
principal and emerging risks for the year ended 31 December 2025, including
any risks that would threaten its business model, future performance, solvency
or liquidity. The principal risks are described below, together with an
explanation of how they are managed or mitigated and which risk category they
are assigned to. We recognise that the Group is exposed to risks wider than
those listed below. However, we have disclosed those that we believe are
likely to have the greatest impact on the Group delivering its strategic
objectives.
To support and facilitate risk appetite discussions and decisions, the Board
categorises the principal risks into the following seven categories:
· Strategic
· Operational
· Financial
· Reputational
· Political and economic
· Legal and compliance
· Cyber
Link to Strategy
Each principal risk is mapped to the Group's five strategic pillars:
1. Market leadership in a high-growth segment
2. Multi-brand platform with diversified revenue streams
3. Geographic diversification across global markets
4. Investment in foundational capabilities
5. Sustainable competitive advantage
Risk Description Mitigation Category Trend Strategic Pillars
01. Brand and Reputation for Product Safety Product development incorporates independent clinical trials with respected Reputational Stable 1, 2, 5
third-party laboratories.
The Group's reputation and financial performance are closely tied to the
quality, effectiveness and safety of its At-Home Beauty Devices ("AHBDs"). All products adhere to UKCA, EU-MDR, TGA, FDA, Health Canada and NMPA
standards.
Any loss of consumer confidence in product quality or safety could result in
increased product returns, regulatory scrutiny and brand damage. Clear usage guidelines accompany all products.
Group Regulatory Compliance team monitors evolving product safety regulatory
requirements.
Product liability insurance and in-house PR and product safety expertise are
in place.
02. Marketing Effectiveness and Digital Channels Diversified marketing strategy across multiple platforms with regular Strategic Increasing 1, 2, 5
performance monitoring.
The Group relies on digital marketing, social media and approximately 2,700
Key Opinion Leaders ("KOLs"). CEO/CFO budget approval with regular financial reviews.
Changes in social media algorithms, advertising policies or influencer-related Investment in direct-to-consumer channels alongside selective wholesale
risks could affect the Group's ability to reach its target audience and reduce partnerships provides resilience against platform-specific disruption.
marketing visibility.
Approximately 75% of revenue from customer direct brand searches, reducing
dependency on paid digital.
03. Supply Chain Disruption Inventory held across seven international warehouses. Operational Stable 3, 4
The Group relies on specialised components and manufacturing partners for its Dual-source manufacturing across US, China, India and Thailand reliance on any
products. single geography.
Production delays, supplier disruptions, natural disasters, geopolitical Multiple sources for own-brand manufacturing and high stock cover maintained
tensions or transportation constraints could lead to product shortages, as standard policy.
increased costs and delays in fulfilling customer orders.
04. Innovation and Product Development A 21-person global R&D team drives continuous innovation, with over 40 Strategic Stable 1, 4, 5
products in the current pipeline.
The Group's success depends on its ability to develop and introduce new,
innovative AHBDs. Proprietary customer data from direct-to-consumer channels informs product
development.
Product development cycles of 2-3 years create a natural barrier to entry but
also require sustained investment. Selective acquisitions expand intellectual property and enhance the Group's
technology platform.
Failure to identify emerging consumer needs risks the Group falling behind
competitors. Dedicated New Product Development team manages projects with relatively low
development costs due to in-house capabilities.
05. People and Key Personnel Succession planning underpins Executive Director and senior hiring decisions, Strategic Stable 4, 5
overseen by Nomination Committee.
The Group depends on the expertise of its Senior Management team and
specialist employees, particularly those with knowledge in beauty technology. Competitive remuneration packages for Executive Directors and Senior
Management designed and governed by the Remuneration Committee.
Loss of key individuals could disrupt strategic execution and operational
performance. Share-based payment schemes available from 2026 to incentivise retention
across a wide group of employees.
06. Foreign Currency Risk Bi-annual hedging programme managed by CFO covering 50% of forecast cash Financial Stable 3, 4
excess across AUD, EUR and CAD into USD.
A significant proportion of revenues and expenses are denominated in
currencies other than pounds sterling including USD, EUR, AUD, CNY, CAD and Natural hedging through matched currency and purchases and foreign currency
SGD. bank accounts.
Adverse movements in exchange rates could have a material impact on the CFO and Associate Director of Finance review foreign exchange risk at least
Group's reported financial results. monthly, including detailed sensitivity analysis modelling of changing
exchange rates on working capital, cash flow and profit forecasts.
07. Macroeconomic Conditions and Geopolitical Risk Geographic dispersion across 90+ markets and seven warehouses reduces Political & Economic Increasing 3, 4
single-market dependency.
As a global business selling into over 90 countries, the Group is exposed to
economic downturns, consumer spending fluctuations, trade restrictions and Dual-source manufacturing US, China, India and Thailand allows tariff
tariff changes. optimisation.
Products are discretionary products, making demand sensitive to macroeconomic Investment in Indian manufacturing commenced in 2025, further diversifying the
conditions. production base.
A shift in US trade policy, including higher tariffs on key manufacturing Premium positioning and price inelasticity provide some protection against
hubs, could increase costs. tariff-driven cost increases.
High gross margins and a relatively low fixed cost base support resilience.
08. Digital Systems, IT Infrastructure and Cyber Security IT support and cloud computing services engaged with specialist cyber risk Cyber Increasing 4, 5
expertise.
The Group is reliant on IT systems across financial reporting, CRM, supply
chain, warehousing and digital marketing. CTO responsible for implementing, maintaining and testing disaster recovery
and business continuity plans alongside ongoing penetration testing programme.
A failure, disruption or security breach could impact operations, leading to
financial losses and potential data breaches. Periodic IT and Cyber security related training mandator for all employees and
contractors.
Dependency on third-party platforms for cloud storage, web hosting and payment
processing creates additional risk. Multiple customer payment providers reduce single points of failure.
Core e-commerce operations hosted by Shopify Enterprise, benefiting from
Shopify's dedicated infrastructure, compliance certifications and
platform-level resilience.
GDPR-compliant processes and procedures established.
09. Intellectual Property Protection IP registration programme supported by specialist trademark lawyers. Legal & Compliance Stable 1, 5
The Group's competitive position depends on protecting its intellectual Design patents held across all three brands with proprietary technology in
property (IP), including trademarks, patents and product registrations across latest product designs creating additional barriers.
multiple jurisdictions.
Active monitoring of counterfeit products across key e-commerce platforms.
Failure to protect this IP may allow third parties to exploit the Group's
brand and product designs through counterfeit products.
10. Regulatory Compliance Dedicated Regulatory Compliance Manager monitors evolving product-related Legal & Compliance Stable 3, 4
requirements across all jurisdictions.
Following its Main Market listing in October 2025, the Group is subject to
increased compliance requirements from legal, regulatory, financial reporting Adherence to UKCA, EU-MDR, TGA, FDA, Health Canada and NMPA product-related
and corporate governance perspectives. standards.
The Group operates across multiple jurisdictions with varying frameworks, and Board and Audit and Risk Committee oversight of compliance matters with
non-compliance could result in fines, product recalls or restrictions on External Auditors providing statutory audit assurance in relation to Financial
market access. Statements and internal controls.
Tax specialists engaged to advise on international regulations.
- End -
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