The Beauty Tech Group plc
Annual Report
2025
The Beauty Tech Group plc Annual Report 2025
THE BEAUTY
TECH GROUP
Strategic Report
1 Financial Highlights
2 The Story So Far
4 Chair’s Statement
6 Chief Executive Officer’s Review
8 Business Model and Strategy
12 Key Performance Indicators
13 Group Financial Review
18 Risk Management and Principal Risks
22 Going Concern and Viability Statement
24 Stakeholder Engagement and Section 172(1) Statement
32 Environmental, Social and Governance (“ESG”)
37 Task Force on Climate-Related Financial
Disclosures (“TCFD”)
Corporate Governance
42 Chair’s Introduction to Governance
44 Our Board
51 Corporate Governance Report
57 Nomination Committee Report
61 Audit and Risk Committee Report
69 Remuneration Report
84 Directors’ Report
88 Statement of Directors’ Responsibilities
Financial Statements
90 Independent Auditor’s Report
Group Financial Statements:
98 Consolidated Statement of Profit and Loss
and Other Comprehensive Income
99 Consolidated Statement of Financial Position
100 Consolidated Statement of Cash Flows
101 Consolidated Statement of Changes in Equity
102 Notes to the Consolidated Financial Statements
Parent Company Financial Statements:
140 Company Statement of Financial Position
141 Company Statement of Changes in Equity
142 Notes to the Company Financial Statements
Additional Information
145 Segmental Analysis
146 Glossary and Alternative Performance
Measures (“APMs“)
IBC Other Information
www.thebeautytechgroup.com
Own-brand revenue APM
99.9%
4 core technologies
3 Brands
Countries served
90+
Employees
258
Alternative Performance Measures (APMs) are defined in the Glossary on pages
146 to 148.
*Basic Earnings Per Share on a statutory basis is 10.7p in FY25 (FY24: 1.9p).
1
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Revenue
£141.0m
FY24: £101.1m (+39.4%)
Gross profit
£88.3m
Margin: 62.7% (+590bps on FY24)
Adjusted EBITDA (
APM
)
£37.5m
Margin: 26.6% (+63.8% on FY24)
Adjusted PBT (
APM
)
£29.5m
FY24: £14.9m (+98.0%)
Profit before tax
£15.2m
FY24: £5.1m (+196.0%)
Net cash (
APM
)
£40.8m
FY24: net debt (£27.1m)
Adjusted free cash flow (
APM
)
£34.4m
FY24: £15.9m (+115.0%)
Conversion: 91.7% of EBITDA (FY24: 69.4% of EBITDA)
Adjusted EPS (APM)*
20.0p
Post-IPO weighted avg shares
Financial Highlights
Year ended 31 December 2025
The Story So Far
2025 marked a transformational
year for The Beauty Tech Group
plc (the "Group"). Our listing on
the Main Market of the London
Stock Exchange in October 2025
was the culmination of sixteen
years of building a business at
the intersection of beauty and
technology, and the beginning of
an exciting new chapter.
Our Origins
The Group was founded in 2009 as
CurrentBody.com Ltd by CEO Laurence
Newman and CTO, Andrew Showman. The
business began as an online marketplace
for third-party At-Home Beauty Devices
(“AHBDs”) with a deliberately focused
strategy: to build expertise in the four core
aesthetics technologies used in clinical
settings worldwide; LED, Radio Frequency,
Microcurrent and Laser.
This highly focused approach,
recognising a niche but structurally
growing segment of the beauty market,
has remained the backbone of the
Group’s success. In the early stages of
growth, we gained deep knowledge of
AHBD technology and, critically, built a
direct relationship with the consumer
through our 100% direct-to-consumer
model. This gave us a unique insight
into the sector, from technological
development and product usability
through to real-world consumer results.
From Marketplace to Own-Brand
By 2019, we leveraged a decade of
accumulated market intelligence to
launch our first proprietary product, the
CurrentBody Skin LED Series 1 face
mask, selling over 11,000 units in its first
year. This was the first step in developing
proprietary technology for each of our four
core aesthetics categories.
We grew our proportion of own-brand
revenue rapidly, and as of FY25, over 99%
of all revenue is generated from the sale of
own-brand devices. Building our proprietary
portfolio has been achieved through a
combination of in-house development and
selective, strategic acquisitions, notably
ZIIP Beauty in 2022 and Tria Laser in 2024,
completing our coverage of all four core AHBD
technologies. We expect future portfolio
expansion to continue through both internal
development and carefully considered
acquisitions where they add differentiated
technology or accelerate our market position.
Segmental Revenue by Brand
£m FY22 FY23 FY24 FY25 3-year CAGR
CurrentBody Skin 22.2 43.2 79.1 125.8 78.3%
ZIIP Beauty 2.2 6.2 9.0 13.2 81.7%
Tria Laser — — — 2.0 n/a
Third Party 26.4 24.1 13.1 0.1 n/m
Total Revenue 50.8 73.4 101.1 141.0 40.5%
Own-brand revenue 24.4 49.4 88.1 140.9 79.3%
Own-brand % of total 48.1% 67.2% 87.1% 99.9%
Year-on-year growth — +44.5% +37.7% +39.4%
Notes:
• All periods shown are for the 12 months ended 31 December. Three-year CAGR is calculated from FY22 to FY25.
• FY22 and FY23 financial data has been recast to a calendar year basis from the Group’s underlying accounting
records, as disclosed in the 2025 Admission Prospectus (the Group’s statutory periods were 16 months to
31 January 2023 and 11 months to 31 December 2023 respectively).
• n/a = not applicable due to Brand not yet being part of the Group for the three-year CAGR period under review.
• n/m = not meaningful.
2
The Beauty Tech Group plc Annual Report 2025
THE BEAUTY TECH EXPERTS
BEAUTY
LASER
CurrentBody Skin is our most
established brand, renowned for
clinically backed LED light therapy
and radio frequency devices for
at-home use.
Launched as an own-brand in
2019, CurrentBody Skin has
become a category leader with
a portfolio of over 15 products
spanning skincare and, more
recently, hair health. In FY25,
CurrentBody Skin generated
revenue of £125.8m, representing
approximately 89% of Group
revenue and growth of 59% year-
on-year. A Global 4.5 star Trustpilot
rating from over 38,000 reviews
reflects the strength of consumer
trust in the brand.
ZIIP Beauty was founded in 2015
by electrical esthetician Melanie
Simon, alongside co-founder
David Mason, and pioneered
at-home microcurrent skincare
by developing the only at-home
customisable microcurrent device
capable of treating multiple skin
concerns, including lifting, toning
and rejuvenation, from a single
handheld device.
The Group acquired ZIIP
Beauty in 2022, and following a
comprehensive product redesign,
relaunched the range as the ZIIP
Halo in June 2023. In FY25, ZIIP
Beauty generated revenue of
£13.2m, up 46% year-on-year, with
gross margins expanding to 71.7%
as the benefits of the redesigned
product range and more cost-
effective manufacturing flowed
through.
Tria Laser focuses on laser hair
removal and skincare solutions
using patented technology.
Originally founded in 2003 as
SpectraGenics by the inventors
of the LightSheer™ in-clinic laser
system, Tria launched the world’s
first FDA-cleared at-home laser hair
removal device in 2008.
The Group acquired Tria’s trade and
assets in 2024, securing 23 patents
and valuable intellectual property
in what is historically the largest
and most valuable category of the
at home-use beauty technology
market.* Our product development
team has since re-engineered the
Tria product suite, with the new
Series 2 Tria 4X Hair Removal Laser
relaunching in the first quarter of
FY26. Tria contributed £2.0m of
revenue in FY25 from legacy product
sell-through, and represents a
significant growth opportunity.
Our Brands
The Group now operates three distinct brands, each targeting specific technologies and consumer needs, true to our original strategy.
*Source: OC&C Strategy Consultants 2025
3
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Chair’s
Statement
FY25 has been a
year of significant
strategic and
operational
progress for The
Beauty Tech Group.
Our admission to
the London Stock
Exchange Main
Market will further
position the Group
to continue winning
market share within
a fast-growing
market.
ELAINE O’DONNELL
Chair of the Board
Introduction
I am pleased to present The Beauty Tech
Group plc’s first Annual Report since joining
the Main Market of the London Stock
Exchange in October 2025. It has been an
exciting period of significant change and
achievement.
A Market Opportunity of Scale
Since 2022, the Group has experienced
outstanding growth, significantly outpacing
the already considerable expansion of the
At-Home Beauty Device market. The AHBD
segment has grown 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 value currently estimated
at approximately £9.0 bn - £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.
Our Initial Public Offering
Our IPO in October 2025 was a defining
moment for the Group. In a year of limited
listing activity on the London Stock
Exchange, the positive reception the Group
received was particularly encouraging.
The IPO raised gross proceeds of
£29.0m, enabling the full repayment
of all outstanding borrowings and the
establishment of a debt-free balance sheet.
The funds raised support the Group’s
continued growth trajectory, in particular,
the pipeline of new product development,
the further strengthening of the supply
chain and targeted marketing investment.
We expect the listing to raise the profile
of the Group and its brands, opening new
customer and market opportunities.
FY25 Financial Performance
FY25 was a year of outstanding
achievement. The Group delivered record
revenue of £141.0m (up 39.4% on FY24),
gross profit of £88.3m at a margin of 62.7%,
and adjusted EBITDA of £37.5m (up 63.8%
on FY24) generating adjusted EBITDA
margin of 26.6%. CurrentBody Skin, the
Group’s principal brand, delivered 89% of
total revenue. Revenue was geographically
diversified across over 90 markets
worldwide, with the United States and
Canada as the largest region generating
approximately 40% of revenue.
Delivering such strong results despite
a challenging consumer environment,
increased tariffs and related supply-chain
disruption is a testament to the strength of
the Group’s product offering, the capability
of its management team, and the resilience
of its business model.
People and Culture
I would like to thank the team across the
Group for their outstanding contribution
to the year’s results. Building a strong,
engaged team with the right capabilities to
support our growth ambitions remains a
priority for the Board, and the CEO’s Report
provides further detail on people investment
and development during the year.
Board and Corporate
Governance
In tandem with the IPO, FY25 saw
substantial development in the Group’s
governance systems, providing a strong
foundation from which to build. The Board
has been composed to provide breadth
and depth of experience across financial,
operational, listed company and ESG-
related matters.
During the year, the Group adopted the UK
Corporate Governance Code 2024 (the
“Code”) for the first time. Since adoption,
governance structures and processes
have been established to bring the Group,
where appropriate, into compliance with
the Code.
*Source: OC&C Strategy Consultants 2025
4
The Beauty Tech Group plc Annual Report 2025
As the business continues to grow, it is
crucial that best practices in leadership,
accountability and stakeholder engagement
develop in lockstep, proportionately for a
business of our size and stage of evolution.
Climate and ESG
The Board recognises the importance of
environmental, social and governance
matters to long-term value creation.
An ESG Working Group has been
established, with the Group's ESG
governance continuing to develop during
2026. Further details of the Group’s
approach to sustainability and climate-
related disclosures can be found in our
ESG Report on pages
32 to 36.
Outlook
The Board is confident that the Group has
the team, the strategy and the financial
resources to deliver further significant
progress. A strong product pipeline, a
debt-free balance sheet and growing
brand awareness across multiple markets
position the Group well to continue
increasing its share of a large and
expanding market.
Further financial outlook is provided in the
Group Financial Review on pages
13
to17.
Annual General Meeting
In concluding my first statement as your
Chair, I would like to extend my sincere
thanks: to our Executive Directors and the
entire team for outstanding operational
delivery; to our valued partners, including
suppliers, customers and influencers, for
your loyalty; and to our Shareholders, both
longstanding and new, for your confidence
and support. We look forward to welcoming
you at our Annual General Meeting.
Elaine O’Donnell
Chair of the Board
15 April 2026
5
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
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
CTO) and I have been building
over the past sixteen years.
A Year of Milestones
Looking back on the story of our business,
as set out on pages 2 to 3, 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.
Chief Executive
Officer’s Review
We have built
something that is
genuinely difficult to
replicate, with three
proven brands, four
core technologies,
and over a decade
of direct consumer
relationships.
LAURENCE NEWMAN
Founder & CEO
6
The Beauty Tech Group plc Annual Report 2025
The Opportunity Ahead
As outlined in our Business Model and
Strategy section on pages
8 to 11 of
this Strategic Report, 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 and still in the early stages of
penetration. We believe we are strongly
positioned to capture a significant share
of thisopportunity.
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. Our Business Model and
Strategy describes how this creates
sustainable competitive advantages that
are challenging for others to replicate.
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 and increased penetration in the
US and European markets. The brand’s
market position continues to strengthen,
as detailed in the Group Financial
Review on pages 13 to 17.
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.
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 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 90countries.
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. As described in the Business
Model section, our development
process integrates clinical research,
Key Opinion Leader (“KOL”) feedback
and manufacturing innovation, with
2 to 3year 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.
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.
Admission to the Main Market of
the London Stock Exchange has
strengthened our ability to attract,
incentivise and retain the talented
people who will execute our strategy
and drive long-term value creation.
Financial Strength and
Capital Allocation
The IPO has transformed the Group’s
Balance Sheet, as detailed in the
Group Financial Review. 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, as set out in the
Group Financial Review. Our immediate
priority is to reinvest in the business to
maximise the organic growth opportunity.
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. Specific
guidance for FY26 is set out in the Group
Financial Review on page
17.
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
At-home beauty devices are still in the early stages of mass adoption.
The opportunity ahead of us is significant, and I am confident we have
the right platform to capitalise on it.
*Source: OC&C Strategy Consultants 2025
7
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Business Model
and Strategy
How We Create Value
The Group develops, manufactures and
sells premium At-Home Beauty Devices
(“AHBDs”) using four core aesthetic
technologies: LED, Radio Frequency,
Microcurrent and Laser, which have
been used in professional clinics for
decades. We sell our products primarily
through our own direct-to-consumer
e-commerce platforms, operating over
20 local-language websites globally and
serving customers in over 90 countries.
This is complemented by selective retail
partnerships with prestige retailers such
as Harrods and high-volume partners
such as Walmart and Costco, which
broaden our consumer reach.
In Asia, we sell via our own e-commerce
platform and through established
Chinese marketplaces.
Direct-to-consumer sales represent the
substantial majority of Group revenue.
Our business model combines the brand-
building expertise of a premium beauty
company with the technical capabilities of a
hardware technology business. This “dual
moat” creates sustainable competitive
advantages that are difficult to replicate,
through three interconnected elements as
seen in the illustration below.
Our Business Model
Our Business Model
Brand and
Technology
Expertise
Product
Development
and Innovation
De-risked
Manufacturing
and Global
Distribution
How
We Create
Value
8
The Beauty Tech Group plc Annual Report 2025
We are building resilient, dual-source
manufacturing capabilities across
all brands, reducing supply chain
risk, optimising tariff positioning, and
supporting ongoing innovation.
Our distribution network comprises
seven warehouses across the US, UK,
Europe, Asia, and Australia. In our core
markets, UK and US, we operate our
own warehousing and fulfilment, while
third-party logistics partners serve other
regions.
Our 21-person global Research
and Development ("R&D") team
drives continuous innovation across
all technology platforms. Product
development cycles of 2 to 3 years from
concept to launch create a natural barrier
to entry. This is not a market where
competitors can react quickly.
Our development process integrates
customer feedback from approximately
2,700 Key Opinion Leaders (“KOLs”),
clinical research, regulatory expertise,
and manufacturing innovation. We
currently have over 40 new products
and range extensions in our pipeline,
supporting sustained innovation over the
short to medium term.
We have built three authoritative brands
across four core beauty technologies:
LED, Radio Frequency, Microcurrent, and
Laser, each with distinct market positioning.
CurrentBody Skin is our established growth
engine in LED and Radio Frequency, ZIIP
Beauty leads in microcurrent technology,
and Tria Laser holds key patents in at-home
laser hair removal.
Every product undergoes independent
clinical studies conducted by respected
third parties including SGS, Eurofins, and
Intertek, as well as academic partners
such as the University of Manchester
dermatology department. This scientific
rigour underpins consumer trust and sets
a high bar in a market where independent
clinical validation is not universal.
9
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Brand and Technology
Expertise
Product Development
and Innovation
De-risked Manufacturing
and Global Distribution
Our Strategic Pillars
Business Model and Strategy continued
Our strategy is built on five interconnected pillars that position The Beauty Tech Group to
capture the significant opportunity in the AHBD market:
Full brand performance details are set out in the Group Financial Review
on pages 13 to 17.
1 2
Market Leadership in a
High-Growth Segment
The AHBD market has grown at
approximately 13%* (US) and 14%*
(UK and Germany) CAGR* from 2019
to 2024, 2 to 4 times* faster than
the broader beauty and personal
care market. This structural growth
is driven by rising consumer
awareness, clinical validation of
device efficacy, cost advantages
versus professional treatments, and
social media amplification.
The global AHBD market is currently
valued at £9-12bn* with our core
markets, UK, US and Germany,
representing £1.6-1.8bn*. AHBD
currently accounts for only
approximately 1%* of the total beauty
market in these regions, compared
to the £11.9bn* premium skincare
segment, indicating substantial space
for continued expansion.*
The Group is actively building its
position as a market leader through
a brand-led marketing strategy that
prioritises long-term awareness
over short-term performance
marketing. Approximately 75% of
the Group’s revenue is driven by
consumers searching directly for our
brand names online, reflecting the
strength of brand trust and reducing
dependency on paid digital channels.
Our marketing approach combines
partnerships with approximately
2,700 Key Opinion Leaders and
influencers, including dermatologists,
aestheticians and beauty experts,
with independent clinical validation
and endorsements in respected
publications. This creates an
awareness-to-purchase journey that
converts consumer interest into direct
brand searches, underpinning strong
customer acquisition economics and
sustainable, defensible growth.
Multi-Brand Platform with Diversified
Revenue Streams
Our three-brand platform creates resilience through diversification,
while addressing the full spectrum of consumer beauty technology needs.
CurrentBody Skin:
The Established Growth Engine
Launched in 2019 and our cornerstone brand,
CurrentBody Skin is a category leader with a
portfolio of over 15 products and strong brand
equity evidenced by a Global 4.5 star Trustpilot
rating from over 38,000 reviews.
ZIIP Beauty: Foundation Year with
FY27 Breakthrough Positioned
Following our 2022 acquisition, we invested
significantly in ZIIP Beauty’s foundational
capabilities during FY25, focusing on product
redesign, manufacturing optimisation and brand
repositioning. These investments position ZIIP
Beauty for acceleration from late 2026, with
FY27 targeted as the breakthrough year.
Tria Laser: Strategic Acquisition with
Long-term Potential
Our 2024 acquisition secured 23 patents and
valuable IP in laser hair removal, historically the
most valuable category in home-use beauty
technology.* We are following the ZIIP playbook
of product redevelopment, manufacturing
optimisation, and market repositioning. The Tria
4X Hair Removal Laser relaunched in March 2026.
*Source: OC&C Strategy Consultants 2025
10
The Beauty Tech Group plc Annual Report 2025
3 4 5
Geographic
Diversification Across
Global Markets
Our international footprint reduces
single-market dependency and
captures growth across multiple
regions. All five geographic regions
delivered double-digit revenue
growth in FY25, with no single market
exceeding 40% of total revenue.
Our products are now available
in over 90 countries through our
international e-commerce platforms.
Full geographic performance data is
set out in the Group Financial Review
on page
14.
Investment in
Foundational Capabilities
Strong financial performance has
enabled strategic investments across
three critical foundations:
• Infrastructure: Dual-manufacturing
capability is being established
across all brands and a global
distribution network.
• Product Development: A dedicated
R&D team with a pipeline of over
40products in development and
rigorous 2–3 year development
cycles.
• People: A growing team with
strategic hiring across sales,
marketing, product development
and operations to build the
capabilities required for scale.
Sustainable Competitive
Advantages
Our business model creates multiple
barriers to entry:
• Multi-technology platform. We are
the only major operator covering all
four core AHBD technologies.
• Brand trust (direct brand searches
drive approximately 75% of
revenue).
• Hardware complexity and 2–3 year
development cycles.
• Data and customer insights from
our direct-to-consumer model.
• Regulatory excellence through our
in-house specialists ensuring FDA,
EU MDR, and global compliance.
11
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Key Performance
Indicators
Revenue
£141.0m
FY24: £101.1m
+39.4%
Gross profit
£88.3m
Margin: 62.7% (FY24: 56.8%)
+53.9%
Adjusted EBITDA (APM)
£37.5m
Margin: 26.6% (FY24: 22.6%)
+63.8%
Profit Before Tax
£15.2m
FY24: £5.1m
+196.0%
Cash and cash equivalents
£40.8m
FY24: £14.5m
+180.6%
Net cash (APM)
£40.8m
Debt-free post-IPO
Net increase in cash
£26.7m
FY24: £2.9m
+817.0%
Profit after tax
£9.9m
FY24: £1.7m
+483.8%
Adjusted profit before tax
1
(APM)
£29.5m
FY24: £14.9m
+98.0%
Adjusted profit after tax
2
(APM)
£22.1m
FY24: £11.2m
+97.3%
Adjusted free cash flow
3
(APM)
£34.4m
FY24: £15.9m
+115.0%
FCF conversion (APM)
91.7%
FY24: 69.4%
+2,230bps
1
Adjusted Profit before tax excludes exceptional
IPO costs (£8.0m) and pre-IPO finance costs on
debt which is no longer on the balance sheet as
at 31 December 2025 (£6.3m). FY24 restated on
same basis.
2
Adjusted Profit after tax applies a normalised 25%
UK corporation tax rate to Adjusted PBT.
3
Adjusted free cash flow: represents reported FCF plus
one-off IPO-related exceptional cash costs and cash
interest paid on pre-IPO borrowings. FY24 restated on
same basis.
The Board consider that the following
items are the key indicators of the
Group’s financial and operational
performance. These KPIs are used
by the Group to help evaluate growth
trends, establish budgets and
assess operational performance and
efficiencies.
All KPIs that show a growth metric are
based on a year-on-year calculation
of growth. Commentary on business
performance is provided in the Chief
Executive Officer's Review on pages
6
and 7 and the Group Financial Review on
pages 13 to 17.
The KPIs include Alternative
Performance Measures ("APM").
The APMs are not defined by IFRS
and therefore may not be directly
comparable with other companies’
APMs. These measures are not intended
to be a substitute for, or superior to, IFRS
measurements. Definitions of our APMs
are provided in the Glossary on pages
147 and 148.
12
The Beauty Tech Group plc Annual Report 2025
This year demonstrated
the quality of our
business model. Growth
was strong, margins
expanded significantly,
and the IPO allowed
us to clear all external
debt entirely. We enter
the new year with a
clean balance sheet,
exceptional cash
generation and a platform
built for continued
profitable growth.
SAM GLYNN
Chief Financial Officer &
Chief Operating Officer
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.
Group Results Overview
I am pleased to present the first Financial
Statements for the Group since Admission.
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%.
Group Financial
Review
£m FY25 FY24 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 EBITDA¹ 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 tax² 29.5 14.9 +98%
Reported free cash flow 24.7 11.9 +108%
Adjusted free cash flow³ 34.4 15.9 +115%
FCF conversion (adjusted FCF/adj. EBITDA) 91.7% 69.4% +2,230bps
Net cash / (net debt) 40.8 (27.1) n/a⁴
¹ Adjusted EBITDA: operating profit (£22.2m) before depreciation and trading amortisation (£3.4m), acquired
brand amortisation and goodwill impairment (£2.3m), share-based payment expense (£1.5m) and
exceptional items (£8.0m), giving Adjusted EBITDA of £37.5m (FY24: £22.9m).
² Adjusted Profit before tax: excludes exceptional IPO costs (£8.0m) and pre-IPO finance costs on debt no
longer on the Balance Sheet (£6.3m). FY24 restated on same basis.
³ Adjusted free cash flow: reported FCF plus one-off IPO-related exceptional cash costs (£8.0m) and cash
interest paid on pre-IPO borrowings (£1.7m). FY24 restated on same basis.
⁴ FY24 Balance Sheet included £41.6m of borrowings (bank loans, loan notes and preference shares) which
were fully repaid or converted into equity at Admission in 2025.
13
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
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 FY24
£m
% of
revenue £m
% of
revenue Change
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% +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 FY24
£m
% of
revenue £m
% of
revenue Change
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 Canada own-brand revenue
growing 69% and Rest of Europe 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.
Group Financial Review continued
14
The Beauty Tech Group plc Annual Report 2025
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
£m
FY24
£m
Operating profit 22.2 12.5
Exceptional administrative expenses
(primarily IPO costs) 8.0 1.5
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 non-
cash 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 and non-underlying items for the year resulted in a
charge of £8.0m (FY24: £1.5m). 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.
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.
Items between Adjusted EBITDA and Profit
before Tax
FY25
£m
FY24
£m
Adjusted EBITDA 37.5 22.9
Exceptional administrative expenses
(primarily IPO costs) (8.0) (1.5)
Share-based payment expense (1.5) (0.8)
Presented EBITDA 28.0 20.6
Depreciation and trading amortisation (3.4) (2.2)
Acquired 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 currently 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 from FY26.
15
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
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 of
corporation tax 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
£m
FY24
£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
£m
FY24
£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
(adjusted FCF / adjusted EBITDA) 91.7% 69.4%
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 115% to £34.4m (FY24: £15.9m), representing an
EBITDA-to-cash conversionratioof91.7%(FY24: 69.4%). The
significant improvement in 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 the 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%.
Group Financial Review continued
16
The Beauty Tech Group plc Annual Report 2025
The Group's 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
overtime.
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, multi-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 MiddleEast.
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
inCurrentBody 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
strongermargins, 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 shareholder value creation.
Sam Glynn
Chief Financial Officer
15 April 2026
*Source: Company-compiled consensus market expectations for FY26 is
revenue of £160.0m and Adjusted EBITDA of £38.2m.
17
The Beauty Tech Group plc Annual Report 2025
Governance Financial Statements Additional Information Strategic Report
18
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.
The risks described in this section should
be read in conjunction with the Business
Model and Strategy section of this
Strategic Report on pages 8 to 11.
Risk Management Framework
The Board has overall responsibility
for the Group’s risk management, the
supporting system of internal controls
and for reviewing their effectiveness. The
Group operates a policy of continuous
identification and review of business
risks, covering those relating to business
development, operational, compliance and
financial risks. Key Board activities include
the monitoring of key risks, identification of
emerging risks, and consideration of risk
mitigations after taking into account risk
appetite and the impact of those risks on
the achievement of business objectives.
The Audit and Risk Committee oversees
implementation of the risk management
and internal control systems, reviews the
effectiveness of risk management and
monitors mitigation plans on behalf of the
Board. Further detail on the Committee's
activities during FY25 is set out in the Audit
and Risk Committee Report on pages
61to 68.
Business Risk Owners, comprising
Executive Directors and Senior
Management, are responsible for
embedding the risk framework into day-
to-day operations. They are responsible
for ensuring that risks are managed within
agreed risk appetite limits and drive,
design and implement controls. Business
Risk Owners review, identify and assess
existing and emerging risks with the
support of the risk management team
twice per year.
Risk Appetite
The Board recognises the need for
informed risk-taking in order to deliver
sustainable and profitable business
growth. Our approach to risk management
aims to bring controllable risks within our
appetite and enable our decision making to
balance uncertainty against the objective
of building Shareholder value through
long-term, sustainable returns for our
Shareholders and other Stakeholders.
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
Our risk appetite varies across different
risk categories and serves to inform the
Group’s risk framework and day-to-day
control activities. The Board is committed
to ensuring that the key risks are managed
on an ongoing basis and the business
operates within its risk appetite and takes
into consideration the principal risks of
the business when it assesses the long-
term viability of the business. Although
these risks all have the potential to affect
future performance, work is undertaken
to mitigate and manage these risks such
that they should not threaten the overall
viability of the business over the three-year
assessment period (refer to the Viability
Statement on pages
22 to 23).
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
strategicobjectives.
Link to Strategy
Each principal risk is mapped to the
Group’s five strategic pillars as detailed on
pages 10 and 11.
The table below provides the key for the
strategic pillar references used throughout
this section:
Market Leadership in a
High-Growth Segment
Multi-Brand Platform with
Diversified Revenue Streams
Geographic Diversification
Across Global Markets
Investment in Foundational
Capabilities
Sustainable Competitive
Advantages
1
2
3
4
5
19
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Risk description Mitigation Category Trend
Strategic
pillars
01. Brand and Reputation for Product Safety
The Group’s reputation and financial
performance are closely tied to the
quality, effectiveness and safety of its
At-Home Beauty Devices (“AHBDs”).
Any loss of consumer confidence
in product quality or safety could
result in increased product returns,
regulatory scrutiny and damage to
the Group’s brands.
Product development incorporates independent
clinical trials with respected third-party laboratories.
All products adhere to UKCA, EU-MDR, TGA, FDA,
Health Canada and NMPA standards.
Clear usage guidelines accompany all products.
Group Regulatory Compliance team monitors
evolving product safety regulatory requirements.
Product liability insurance and dedicated in-house PR
and product safety expertise are in place.
Reputational
1
2
5
02. Marketing Effectiveness and Digital Channels
The Group relies on digital marketing,
social media and approximately
2,700 Key Opinion Leaders to drive
awareness and revenues. Changes in
social media algorithms, advertising
policies or influencer-related risks
could affect the Group’s ability to
reach its target audience and reduce
marketing visibility.
Diversified marketing strategy across multiple
platforms and channels with regular performance
monitoring.
CEO/CFO budget approval together with regular
financial performance reviews.
Investment in direct-to-consumer channels alongside
selective wholesale partnerships provides resilience
against platform-specific disruption. Approximately
75% of revenue is driven by customer direct brand
searches, reducing dependency on paid digital
channels.
Strategic
1
2
5
03. Supply Chain Disruption
The Group relies on specialised
components and manufacturing
partners for its products. Production
delays, supplier disruptions or
external factors such as natural
disasters, geopolitical tensions or
transportation constraints could
lead to product shortages, increased
costs and delays in fulfilling customer
orders.
Inventory held across seven international
warehouses strategically positioned in key markets.
Dual-source manufacturing strategy with production
facilities across the US, China, India and Thailand
reduces reliance on any single geography.
Multiple sources for own-brand manufacturing and
high stock cover maintained as standard policy.
Operational
3
4
04. Innovation and Product Development
The Group’s continued success
depends on its ability to develop and
introduce new, innovative AHBDs.
Product development cycles of
2–3 years create a natural barrier
to entry but also require sustained
investment. Failure to identify
emerging consumer needs risks the
Group falling behind competitors.
A 21-person global R&D team drives continuous
innovation, with over 40 products in the current
pipeline.
Proprietary customer data from direct-to-consumer
channels informs product development.
Selective acquisitions expand intellectual property
and enhance the Group’s technology platform.
Dedicated NPD team manages projects with relatively
low development costs due to in-house capabilities.
Strategic
1
4
5
05. People and Key Personnel
The Group depends on the expertise
and leadership of its Senior
Management team and specialist
employees, particularly those with
knowledge in beauty technology,
product development and digital
marketing. The loss of key individuals
could disrupt strategic execution and
operational performance.
Succession planning underpins Executive Director
and senior hiring decisions, overseen by the
Nomination Committee.
Competitive remuneration packages for Executive
Directors and Senior Management designed and
governed by the Remuneration Committee.
Share-based payment schemes available from
2026 to incentivise retention across a wide group of
employees.
Strategic
4
5
Trend key:
Increasing risk
Stable
Risk Management and Principal Risks continued
20
The Beauty Tech Group plc Annual Report 2025
Risk description Mitigation Category Trend
Strategic
pillars
06. Foreign Currency Risk
A significant and growing proportion
of revenues and expenses are
denominated in currencies other than
pounds sterling, including USD, EUR,
AUD, CNY, CAD and SGD. Adverse
movements in exchange rates could
have a material impact on the Group’s
reported financial results.
Bi-annual hedging programme managed by the CFO
covering 50% of forecast cash excess across AUD,
EUR and CAD into USD.
Natural hedging through matched currency sales and
purchases and foreign currency bank accounts.
CFO and Associate Director of Finance review foreign
exchange risk at least monthly, including detailed
sensitivity analysis modelling of changing exchange
rates on working capital, cash flow and profit
forecasts.
Financial
3
4
07. Macroeconomic Conditions and Geopolitical Risk
As a global business selling into
over 90 countries, the Group is
exposed to economic downturns,
consumer spending fluctuations,
trade restrictions and tariff changes.
Products are discretionary
purchases, making demand sensitive
to macroeconomic conditions. A shift
in US trade policy, including higher
tariffs on key manufacturing hubs,
could increase costs.
Geographic dispersion across 90+ markets
and seven warehouses reduces single-market
dependency.
Dual-source manufacturing across the US, China,
India and Thailand allows tariff optimisation.
Investment in Indian manufacturing commenced in
2025, further diversifying the production base.
Premium positioning and price inelasticity provide
some protection against tariff-driven cost increases.
High gross margins and a relatively low fixed cost
base support resilience.
Political &
Economic
3
4
08. Digital Systems, IT Infrastructure and Cyber Security
The Group is reliant on IT systems
across financial reporting, CRM,
supply chain management,
warehousing and digital marketing. A
failure, disruption or security breach
could impact operations, leading to
financial losses and potential data
breaches. Dependency on third-party
platforms for cloud storage, web
hosting and payment processing
creates additional risk.
IT support and cloud computing services engaged
with specialist cyber risk expertise.
CTO responsibility for implementing, maintaining and
testing disaster recovery and business continuity
plans alongside ongoing penetration testing
programme.
Periodic IT and Cyber security related training
mandatory for all employees and contractors.
Multiple customer payment providers reduce single
points of failure.
Core e-commerce operations hosted on Shopify
Enterprise, benefiting from Shopify's dedicated
security infrastructure, compliance certifications and
platform-level resilience.
GDPR-compliant processes and procedures
established.
Cyber
4
5
09. Intellectual Property Protection
The Group’s competitive position
depends on protecting its intellectual
property (IP), including trademarks,
patents and product registrations
across multiple jurisdictions.
Failure to protect this IP may allow
third parties to exploit the Group’s
brand and product designs through
counterfeit products.
IP registration programme supported by specialist
trademark lawyers.
Design patents held across all three brands with
proprietary technology in latest product designs
creating additional barriers.
Active monitoring of counterfeit products across key
e-commerce platforms.
Legal &
Compliance
1
5
Trend key:
Increasing risk
Stable
21
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Risk description Mitigation Category Trend
Strategic
pillars
10. Regulatory Compliance
Following its Main Market listing in
October 2025, the Group is subject to
increased compliance requirements
from legal, regulatory, financial
reporting and corporate governance
perspectives. The Group operates
across multiple jurisdictions with
varying regulatory frameworks, and
non-compliance could result in fines,
product recalls or restrictions on
market access.
Dedicated Regulatory Compliance Manager monitors
evolving product-related requirements across all
jurisdictions.
Adherence to UKCA, EU-MDR, TGA, FDA, Health
Canada and NMPA product related standards.
Board and Audit and Risk Committee oversight of
compliance matters with External Auditors providing
statutory audit assurance in relation to Financial
Statements and internal controls.
Tax specialists engaged to advise on international
regulations.
Legal &
Compliance
3
4
Trend key:
Increasing risk
Stable
Emerging Risks
Identification and review of emerging
risks are integrated into our risk review
process. Emerging risks are those risks
or combination of risks which are often
rapidly evolving, for which the impact and
probability of occurrence have not yet
been fully understood and consequently,
the appropriate mitigations have not
yet been fully identified. The Board
monitors emerging risks through horizon
scanning, market intelligence, regulatory
developments and technology trends. The
following emerging risk has been identified
during the year:
Artificial Intelligence and Technology
Disruption: The rapid development of AI-
powered beauty and skincare technology
may change consumer expectations and
competitive dynamics. The Group monitors
AI developments and is evaluating
opportunities to integrate AI into future
product generations.
Looking Ahead: UK Corporate
Governance Code 2024:
Provision 29
The revised UK Corporate Governance
Code 2024 introduces Provision 29,
which requires boards to make a formal
declaration on the effectiveness of material
controls. This new requirement takes effect
for the Group from 1 January 2026.
In preparation, the Group has launched
a compliance programme under the
sponsorship of the CFO. Work to date
includes the establishment of a dedicated
Provision 29 Working Group, the mapping
of material risks to their associated
controls, and the development of a
three-tiered assurance model. The Audit
and Risk Committee will provide oversight
of the programme, and a full compliance
report will be included in the Group’s FY26
Annual Report.
Board Confirmation
The Board confirms that it has carried
out a robust assessment of the principal
and emerging risks facing the Group,
including those that would threaten its
business model, future performance,
solvency or liquidity and reputation. The
Board has considered the nature and
extent of the principal risks it is willing to
take in achieving its strategic objectives
and is satisfied that the Group’s risk
management and internal control
systems are effective.
Going Concern
The Board is required to assess whether
it is appropriate to prepare the Financial
Statements on a going concern basis. In
making this assessment, the Directors
have considered the Group’s current
financial position, its projected cash flows
and liquidity requirements, the availability
of committed financing facilities, and the
potential impact of macroeconomic and
operational risks.
The Group ended the financial year in
a very strong financial position. As at
31 December 2025, the Group held cash
and cash equivalents of £40.8m with zero
borrowings (excluding lease liabilities) on
the balance sheet, having used proceeds
from the IPO in October 2025 to fully repay
all bank debt, loan notes and preference
shares. The Group also has access to an
undrawn £5.0m working capital facility
(stepping up to £12.5m from March 2026,
with no financial covenants), providing total
available liquidity of approximately £45.8m.
Total current assets of £78.2m comfortably
exceeded total current liabilities of £39.4m,
providing a net current asset surplus of
£38.8m.
The Board has prepared detailed cash
flow forecasts to 30 June 2027, being at
least 12 months from the date of approval
of these Financial Statements. Three
scenarios were modelled:
1) a Board-approved base case;
2) a severe downside scenario
(e-commerce turned off) in which
all direct-to-consumer e-commerce
revenue (approximately 90% of Group
sales) ceases entirely; and
3) a cost inflation scenario in which the
cost of goods sold increases by 50%
across all products globally with no
price pass-through to customers.
Under both the base case and the cost
inflation scenario, the Group remained
cash positive at all times during the
going concern assessment period from
existing cash resources alone, without
recourse to the undrawn facility. Under the
e-commerce cessation scenario, which
the Board considers an extreme and
implausible event, the Group remained
cash positive throughout the going concern
assessment period, even assuming no
reduction in the fixed overhead base or
employee wages related costs.
The Directors also considered the potential
impact of increased US tariffs; the Group’s
financial projections were prepared on
a conservative basis incorporating tariff
rates significantly above those prevailing in
31 December 2025.
Further detail on the sensitivity analysis
and stress testing review is set out in
the Audit and Risk Committee Report on
pages
61 to 68.
Conclusion
The Directors are not aware of any material
uncertainties that may cast significant
doubt upon the Group’s ability to continue
as a going concern. Consequently, the
Financial Statements have been prepared
on a going concern basis.
Viability Statement
In accordance with the Code, the
Directors are required to assess the
Group’s prospects and whether they
have a reasonable expectation that
the Group will be able to continue in
operation and meet its liabilities as they
fall due over a longer period than the
twelve months required by the going
concern assessment.
Viability assessment period
The Directors considered an appropriate
viability assessment period to be the
three-year period from 31 December
2025 to 31 December 2028. This
timeframe aligns with the Group’s
Board-approved three-year strategic
plan and reflects the period over which
the Directors can form a reasonable
expectation of the Group’s prospects,
taking into account the pace of change in
the AHBD market and the Group’s product
development cycles of approximately two
to three years.
Assessment of viability
The Directors have assessed Group’s
viability by reference to its current
financial position, recent and historic
trading performance, the three-year
strategic plan and financial forecasts
approved by the Board, the Group’s
Business Model and Strategy as
described on pages 8 to 11, and its
Principal Risks detailed on pages
18to21 of this Strategic Report.
The Board has prepared detailed cash
flow forecasts for the three-year period
to 31 December 2028, representing the
three-year viability assessment period.
Three scenarios were modelled:
1) a Board-approved base case;
2) a severe downside scenario
(e-commerce turned off) in which
all direct-to-consumer e-commerce
revenue, approximately 90% of Group
sales, ceases entirely; and
3) a cost inflation scenario in which the
cost of goods sold increases by 50%
across all products globally with no
price pass-through to customers.
Under both the base case and cost
inflation scenario, the Group remained
cash positive at all times over the viability
assessment period with substantial
headroom.
22
The Beauty Tech Group plc Annual Report 2025
Going Concern
and Viability Statement
Under the e-commerce cessation scenario,
the Group does not exhaust its combined
cash and facility headroom until Q3 of the
third year, modelled without any reduction
in the fixed overhead or wage cost base.
Crucially, the downside scenarios do not
incorporate any mitigating management
actions. In the e-commerce cessation
scenario, fixed overheads and wages
are held entirely constant despite an
approximate 75% reduction in revenue. In
any realistic scenario, the Directors would
take immediate action to reduce the cost
base, substantially extending the cash
runway well beyond the assessment period.
Principal risks considered
The Board considered each of the Group’s
ten principal risks as described on
pages 18 to 21 of this Strategic Report
and assessed whether any individual risk
or plausible combination of risks could
produce a financial outcome worse than
the downside scenarios modelled within
the three-year assessment period.
The Board concluded that no realistic
crystallisation of any principal risk,
including the three risks identified as
currently increasing in trend (Marketing
Effectiveness and Digital Channels,
Macroeconomic Conditions and
Geopolitical Risk, and Digital Systems
ITInfrastructure and Cyber Security), could
plausibly reduce revenue to the levels seen
in the e-commerce turned off scenario
over the viability assessment period of
three-years.
Further detail on the sensitivity analysis
and stress testing review is set out in
the Audit and Risk Committee Report on
pages
61 to 68.
Conclusion
Based on the assessment described
above, the Board confirms that it has a
reasonable expectation that the Group will
be able to continue in operation and meet
its liabilities as they fall due over the three-
year period to 31 December 2028.
23
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
The Directors of the Beauty Tech Group plc recognise
their statutory duty under Section 172(1) of the Companies
Act 2006 to act in a way that they consider, in good faith,
would most likely promote the success of the Company for
the benefit of its Shareholders as a whole. In fulfilling this
duty, the Board has regard to the range of factors set out
in s172(1)(a)–(f), including the long-term consequences
of decisions, the interests of colleagues, relationships
with suppliers and customers, the impact of operations
on communities and the environment, the maintenance
of high standards of conduct, and the need to act fairly
between members of the Company.
Our long-term relationships with Stakeholders are
fundamental to our long-term success. We have
identified five key stakeholder groups and understand the
importance of regular engagement with each to ensure
their needs and interests are considered in the Board’s
decision-making.
24
The Beauty Tech Group plc Annual Report 2025
Stakeholder Engagement
and Section 172( 1 ) Statement
Our investor community includes existing and prospective institutional
and retail Shareholders, research analysts and the investment banks and
advisors that support us. As a newly listed company, building trust with
this community is a priority for the Board.
Why we engage
To provide transparent, clear and consistent communication about how we aim to deliver growth
and create long-term value, and to ensure that our Shareholders’ views inform the Board’s decision-
making.
What matters to them
• A clearly articulated growth strategy, disciplined capital allocation and a credible path to sustained
profitability.
• Transparent, timely financial reporting that gives a fair and balanced view of the Group’s
performance and prospects.
• High governance standards and confidence in the independence and calibre of the Board.
• Regular, accessible communication from the Board and Executive Management, with fair
treatment of all Shareholder classes.
How we engage
• Extensive institutional investor engagement during the 2025 IPO roadshow, led by the CEO and
CFO, alongside a retail investor offering via RetailBook’s intermediaries network, ensuring broad
access for all investor types.
• Following Admission, the Board continued engagement through full-year results presentations,
including direct Q&A opportunities with analysts and investors.
• The Chair is committed to direct engagement with Shareholders. The Annual General Meeting
will provide an opportunity for Shareholders to engage directly with both the Chair and the wider
Board.
• The Board oversees the Company’s communication with the market and maintains transparency
through a dedicated investor relations section on thebeautytechgroup.com, providing access to
regulatory announcements, share price information and core governance documents.
Outcomes in FY25
• Successful admission to the Main Market on 8 October 2025. All outstanding borrowings repaid,
leaving the Group debt-free with £40.8m of net cash at the financial year-end.
• UK Corporate Governance Code 2024 adopted from Admission, with Audit and Risk, Remuneration,
Nomination and Disclosure Committees established. An experienced Chair and two experienced
independent Non-Executive Directors appointed.
• A clear capital allocation framework communicated to the market: (1) strategic investment, (2)
share buyback at appropriate valuations, (3) ordinary dividend, (4) special dividends. No dividend
expected near-term as the Group prioritises growth investment.
• Director lock-ups in place (restricting Directors from selling shares for 12 months following
Admission, followed by a further six-month orderly market period during which any sales must be
managed through the Company's broker), demonstrating management's alignment with long-term
Shareholder interests.
£29.0m
Gross proceeds raised
from IPO
£40.8m
Net cash at year-end
£34.4m
Adjusted FCF
10.7p
Basic EPS
Shareholders & Investors
25
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Our consumers are at the heart of everything we do. They trust us to bring
the efficacy of clinical-grade beauty treatments into their homes, safely,
transparently and at a price that makes professional-quality skincare
accessible to a wider audience. That trust is something we take seriously
and work hard to earn.
Why we engage
To ensure we understand our consumers’ evolving needs and to deliver on our commitment to
develop trusted, clinically validated products. Our consumers’ feedback directly shapes our product
development, and their advocacy through reviews, social media and word of mouth, is the most
powerful driver of our growth.
What matters to them
• Clinically proven, safe and effective at-home beauty devices across LED, Radio Frequency,
Microcurrent and Laser technologies.
• A seamless experience: 46 local-language D2C websites across three brands, complemented by
prestige retail partnerships with Harrods, Selfridges, Sephora, Nordstrom, Space NK and John Lewis.
• Transparent product validation including the ability to verify individual device performance through
our proprietary Veritace® NFC authentication.
• Accessible, responsive customer service and honest, clinically substantiated brand communication.
How we engage
• We collect insights from consumer feedback gathered through returns analysis, post-purchase
surveys, exhibitions and sampling events. These insights directly inform strategic decisions on
product development and R&D priorities.
• We engage with approximately 2,700 Key Opinion Leaders and influencers who educate consumers
and provide credible third-party validation.
• We test our products through independent clinical studies conducted in partnership with the
University of Manchester’s dermatology department and certified via third parties including SGS,
Eurofins and Intertek.
• Our customers can contact us directly via our customer service teams through live chat, email,
telephone and social media, with dedicated support available across all three brands and our key
markets.
Outcomes in FY25
• CurrentBody Skin delivered £125.8m of revenue (+59% on FY24), powered by the Series 2 LED face
mask launch and a portfolio now spanning over 15 products across skincare and hair health.
• ZIIP Beauty revenue grew 46% to £13.2m, with gross margins expanding to 71.7% as the redesigned
product range flowed through.
• Tria Laser contributed £2.0m in its first year, with the Tria 4X Hair Removal Laser relaunch
commencing in Q1 FY26.
• Veritace® NFC authentication introduced: a first for the at-home beauty sector, enabling consumers
to verify their device’s clinical testing journey.
• KOL and influencer network diversified: we actively reduced our top-tier concentration from c.74%
(FY22) to c.50% (FY24), creating a more balanced and sustainable engagement base.
90+
Countries served
38,000+
Trustpilot reviews
4.5★
CurrentBody Skin
Trustpilot rating
2,700
KOL partners
Customers & Consumers
26
The Beauty Tech Group plc Annual Report 2025
Stakeholder Engagement and Section 172(1) Statement continued
The dedication and talent of our team is the single most important factor
behind our growth. Every member of the Group, from our R&D engineers in
California, US, and Cheshire, UK, to our customer service and operations
teams, has played a part in delivering a transformational year. Retaining
and developing the right people is fundamental to our ambitions and we are
deeply grateful for their contribution.
Why we engage
To ensure every employee feels valued, has the opportunity to contribute to our vision, and can share
in the Group’s long-term success. Our people built this business from a two-person start-up in 2009 to
becoming a listed company in 2025, and preserving that founder-led, entrepreneurial culture through
the significant change of an IPO was a priority for the Board.
What matters to them
• Competitive reward and recognition, with meaningful opportunities to share in the Group’s long-term
success.
• A culture that lives its values: Energy In, Results Out; Know It, Own It, Share It; Think Big, Move Fast.
These are not just as words on a wall, but embedded in how we work, hire and develop.
• Clear, regular communication from leadership on strategy, performance and the Group’s direction.
• Development opportunities, career progression and a safe, inclusive environment that values pace,
creativity and individual contribution.
How we engage
• The CEO and CFO/COO are heavily involved in day-to-day operations and this hands-on involvement
gives the Board direct and continuous insight into how the Company’s culture and values are lived in
practice across the organisation.
• A Director-led welcome session with an interactive Q&A with the CEO is provided for every new
starter. The Board believes in connecting people with leadership from day one.
• The Board receives regular updates from business area leaders which forms part of the Board’s on-
going agenda in FY26.
• From 1 January 2026, Seonna Anderson is our Designated Non-Executive Director for Workforce
Engagement providing a direct channel between employees and the Board in line with Provision 5 of
the Code.
• The Executive Directors oversee the Group’s values-based performance review framework, with
all employees assessed against eight criteria mapped to the Group’s three value pillars. Reviews
were completed across all departments in the second half of 2025, providing structured feedback,
recognition and development planning.
• The Board monitors remuneration and reward practices including competitive salary benchmarking,
annual reviews and auto-enrolment pension via NEST. The Board approved share-based incentive
arrangements for senior leadership at IPO, with broader employee share schemes approved for
implementation in FY26.
• The Group provides an independent whistleblowing service to encourage employees to raise
relevant concerns anonymously and/or confidentially.
Outcomes in FY25
• 258 employees at year-end across the UK, US and China with strategic hires across sales, marketing,
product development and operations.
• 21-person global R&D team maintained across Alderley Park (Cheshire, UK), Pleasant Hill (California,
US) and Shanghai (China), with over 40 products in the current pipeline.
• Multiple internal promotions during FY25, supported by the Executive Directors and Senior Management.
258
Employees at year-end
21
R&D team globally
7.8%
FY25 staff costs as
% of revenue
3
Countries with employees
2025 was not just a year of growth, it was a year in which the quality of that growth
improved significantly. That is a direct reflection of the team we have built. I would like to
thank every member of the Group for their exceptional contribution to the year’s results.
Laurence Newman, Founder and Chief Executive Officer
27
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Our People
Our supply chain partners are fundamental to our ability to bring safe,
effective products to market. We build long-term relationships with our
manufacturing partners, co-invest in tooling and equipment, and embed
our own employees at key facilities. These are genuine partnerships,
not transactional supplier arrangements and they are central to our
competitive advantage.
Why we engage
To maintain the quality, safety and continuity of supply that our consumers depend on, and to work
collaboratively with partners who share our commitment to ethical practices and continuous
improvement. Our approach to manufacturing is to reduce risk and create an environment for
innovation.
What matters to them
• Long-term demand visibility, predictable order flow and fair commercial terms.
• Alignment with TBTG’s standards on quality, safety, ethics and responsible sourcing.
• Collaborative development relationships with clear specifications and shared investment.
How we engage
• Our Executive Directors closely monitor the Group’s presence at the primary LED manufacturing
joint-venture facility in China where the Group’s employees are embedded alongside the partner’s
team. The Group owns the product moulds, certain tools and production machines.
• The Executive Directors oversee structured reviews covering demand planning, tooling timelines
and quality assurance, with regular dialogue between procurement, operations and commercial
teams.
• Our supplier contracts with key supply chain partners contain clauses relating to anti-bribery and
modern slavery. New supplier onboarding procedures were introduced during FY25.
• Our in-house regulatory specialists ensure compliance with FDA, EU MDR, UKCA, TGA, Health
Canada, NMPA and other requirements across all markets.
Outcomes in FY25
• The Group progressed its dual-source manufacturing strategy during FY25. ZIIP Beauty has
dual-source production capability in California (US) and China. Investment in a second source of
CurrentBody Skin production commenced in India through the Group’s existing China supply chain
partner. Tria Laser manufacturing arrangements were under development during the year with a
specialist US-listed medical device company.
• Indian LED manufacturing facility commenced in 2025 with investment continuing into 2026,
further diversifying the production base and optimising tariff positioning.
• Seven warehouses globally: US (two, in-house), UK (Manchester, in-house), plus Netherlands,
Hong Kong, China and Australia v
ia third-party logistics.
• Continuity of supply maintained throughout FY25 despite significant US tariff increases and global
supply chain disruption.
Dual-
source
manufacturing across
all brands
7
Global warehouses
4
In-house regulatory
specialists
27
International patents
28
The Beauty Tech Group plc Annual Report 2025
Suppliers & Manufacturing Partners
Stakeholder Engagement and Section 172(1) Statement continued
We are a global business with roots in Cheshire (UK), and teams in California,
Ohio (US), and Shanghai (China), and manufacturing partners across Asia.
We recognise our responsibility to the communities where we operate and
to the environment, and the Board is committed to enhancing our approach
to sustainability as the Group scales.
Why we engage
To ensure our operations have a positive impact on the communities we serve, and to develop a
credible and transparent approach to environmental responsibility. The Board recognises that
sustainability reporting is an area for continued development and is committed to enhancing
disclosures progressively.
What matters to them
• Responsible operations that minimise environmental impact.
• Product safety and regulatory compliance across all 90+ markets.
• Advancing the science of at-home beauty technology through transparent, published clinical research.
• Ethical labour practices and responsible sourcing throughout the supply chain.
How we engage
• Executive directors receive regular updates to ensure that regulatory approvals are maintained
across all global markets. Including products adhering to UKCA, EU-MDR, TGA, FDA, Health Canada
and NMPA standards.
• The Board has developed a clinical evidence strategy including ongoing clinical research partnership
with the University of Manchester’s dermatology department.
• Executive Directors regularly review packaging recyclability and product longevity. Recycling
facilities are in place at each international office.
• The Board is updated on community and charitable initiatives including those supporting local
causes in Cheshire, California and Shanghai.
Outcomes in FY25
• ESG Working Group established during FY25, with an ESG Committee planned for FY26.
• Scope 1 and 2 carbon footprint baseline established in compliance with SECR requirements. ESG
roadmap for FY26 approved, covering Scope 3 measurement and environmental targets.
• Modern Slavery and Human Trafficking Statement reviewed and approved by the Board, setting out
the Group’s commitment to preventing modern slavery.
• ESG Working Group identified climate-related risks through a structured internal review process
during FY25, aligned to our overall Group risk framework.
SECR
Baseline established
ESG
Working Group formed
Communities & Environment
29
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
30
The Beauty Tech Group plc Annual Report 2025
Stakeholder Engagement and Section 172(1) Statement continued
In line with the Board’s duty under Section
172(1) of the Companies Act 2006, the
Directors carefully consider the long-term
consequences of decisions and the interests
of key Stakeholders. The following examples
illustrate how the Board applied these duties
in practice during the year, including how
Stakeholder views, risk considerations
and long-term sustainability informed key
decisions.
The Board considers a range of factors as
follows:
A
Long-term consequences
B
Employee interests
C
Customer, supplier & other relationships
D
Community & environment
E
High standards of conduct
F
Acting fairly between members
Key Board Decisions in FY25
IPO decision and listing outcome
Adoption of the UK Corporate
Governance Code 2024
In 2025, the Board approved the decision
to pursue a Main Market listing on the
London Stock Exchange, culminating in
the Company’s admission to trading on
8 October 2025. The IPO raised £28.5m,
enabling repayment of all outstanding
borrowings and establishing the Group on
a debt-free footing with £40.8m of net cash.
The offer comprised both an institutional
bookbuild and a retail intermediaries offer
via RetailBook, ensuring broad investor
access.
The Board adopted the UK Corporate
Governance Code 2024 in FY25 and
formally applied it with effect from our
Admission in October 2025. We are
working towards full compliance of the
Code during FY26, further details can
be found in the Corporate Governance
Report on pages
51 to 56. Key activities
in FY25 included the appointment of the
Chair of the Board and two independent
Non-Executive Directors; the establishment
of the Board and its Committees (Audit and
Risk, Nomination and Remuneration) and
approval of the Matters Reserved; adoption
of key policies on Admission, including
Share Dealing, Whistleblowing, Financial
Crime (incorporating Anti-Bribery and
Anti-Corruption) and Charitable and Political
DonationsPolicy.
Stakeholders impacted:
Investors | People | Consumers | Suppliers
Stakeholders impacted:
Shareholders | People
A
The Board believes the listing provides
a platform for the long-term growth
aspirations of the Group by elevating our
profile, enhancing brand credibility and
providing access to capital markets.
B
Employees were kept informed of the
IPO process and Admission status by
regular town hall updates.
C
The listing strengthens our
relationships with retail partners and
suppliers by providing enhanced
financial transparency and the
credibility of a Main Market listing.
E
The listing subjected the Group to
extensive due diligence, prospectus
disclosure and ongoing reporting
obligations, reinforcing our
commitment to high standards of
business conduct and governance.
F
The IPO was structured to ensure fair
access for all investor types, with at
least 30% of shares available to trade
on the open market and an offer price
set through a transparent, market-
driven process.
A
Robust governance structures serve
long-term Stakeholder interests by
providing accountability, transparency
and risk oversight as the Group grows
B
Seonna Anderson as the Non-Executive
Director Workforce Engagement Lead
(effective from 1 January 2026) creates
a direct channel between employees
and the Board, ensuring workforce
perspectives inform decision-making.
E
A comprehensive share dealing
policy framework is in place to ensure
compliance with the UK Market
Abuse Regulation (“UK MAR”) and the
Disclosure Guidance and Transparency
Rules, designed to protect shareholders
and preserve the integrity of the
Company’s securities.
31
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Summary
The Board believes that, through the
governance arrangements adopted
during the year and the structure of
its decision-making processes, it has
effectively fulfilled its duties under Section
172(1). As the Company continues
to mature as a listed entity, the Board
will further strengthen engagement
mechanisms, develop its sustainability
approach, and continue embedding
Stakeholder considerations into strategy
and operations.
Tailored brand-specific go-to-
market strategy
Investment in Indian LED
manufacturing facility
The Board endorsed a differentiated
retail strategy aligned to each brand’s
technology and consumer behaviour:
CurrentBody Skin predominantly D2C with
selective prestige and volume retail; ZIIP
Beauty hybrid D2C and premium retail; and
Tria Laser focused on high-volume retail
partnerships.
The Group has invested in expanding
its LED manufacturing capability in
India through its existing supply chain
partner, establishing a second source
of production for CurrentBody Skin
alongside the partner’s existing facility in
China. Theinvestment, which comprises
funding contributions to the supplier’s
capital expenditure programme and
continues into FY26, was taken in the
context of significant US tariff increases
and escalating global supply chain risk.
Thedecision required the Board to balance
near-term capital commitment against
long-term supply chain resilience and tariff
optimisation.
Stakeholders impacted:
Customers & Consumers | Investors
Stakeholders impacted:
Suppliers & Manufacturing Partners |
Investors | Consumers | Communities
A
A tailored approach builds long-
term brand equity by ensuring each
brand reaches the right consumers
through the right channels. The D2C-
first model preserves margin and
customer insight, with approximately
75% of revenue driven by direct brand
searches.
C
The strategy was informed by direct
engagement with retail partners
and consumer purchasing data.
Each brand’s approach reflects how
consumers discover and purchase
that technology.
Revenue diversification across five
geographic regions (US & Canada
40%), Rest of Europe (22%), UK &
Ireland (20%), Asia (13%), Rest of
World (5%) ensures Shareholders
benefit from the Group’s international
reach.
A
Dual-source manufacturing insulates
the Group from single-country supply
disruption and positions CurrentBody
Skin competitively across tariff regimes.
The Board considered this a structurally
important investment in long-term
operational resilience, not simply a
response to near-term tariff conditions.
C
Consumers benefit from continuity
of supply and stable pricing. The
Board specifically considered the
risk that tariff-driven cost increases
would need to be passed through to
retail prices and assessed the India
investment as a structural mitigant
against that outcome.
D
Consideration of the environmental
and community impact of establishing
operations in a new geography.
Partner selection included
assessment of labour standards and
environmental practices. The India
facility creates employment and skills
development opportunities in the
local community, and the Board will
monitor environmental compliance as
operations scale.
E
New manufacturing relationships
established during FY25, including
the India facility, were subject to
the Group’s supplier onboarding
procedures introduced during the year.
Key manufacturing partner contracts
include requirements relating to
anti-bribery and modern slavery
compliance.
F
Environmental, Social and
Governance (“ESG”)
As an international beauty-tech business,
what we do and how we do it has an
impact on the people and the world
around us. Our Stakeholder relationships
are key to our success and inform our
decision making on ESG related matters.
Our direct environmental footprint is
relatively modest: we are an asset-light,
predominantly digital D2C business with
an average of 241 employees during the
year and no wholly owned manufacturing.
But modest does not mean unimportant;
FY25 has been a year of building our
sustainability foundations and as a newly
listed company, our Board remains fully
committed to further developing our ESG
principles and goals throughout FY26.
The data and infrastructure we have put in
place this year will also underpin our first
formal environmental targets, which we
intend to set in FY26.
FY25 Highlights
Established a new ESG Working
Group
comprising members of our senior
management, formally embedding ESG
matters and climate-related risks into our
governance framework
Implemented a new carbon
accounting and reporting
platform
enabling us to prepare, manage, monitor
and report our carbon footprint in line with
SECR
Completed our first employee
carbon survey
gaining valuable insight into how
we engage with our employees on
sustainability matters going forward
Committed new contracts
for key UK renewable energy suppliers
Data and infrastructure
put in place this year will underpin our first
formal environmental targets, which we
intend to set in FY26
As a newly listed
company, FY25 was
about getting the
right foundations in
place. We have the
data, governance and
reporting infrastructure
we need to set our first
formal environmental
targets in FY26. We
take our responsibilities
seriously and are
committed to developing
our ESG approach as the
Group grows.
Sam Glynn
Chief Financial Officer
32
The Beauty Tech Group plc Annual Report 2025
Governance and Oversight
The Board has overall responsibility for
climate-related risks and opportunities.
In practice, this sits with the Audit and
Risk Committee, which leads our climate
risk assessment, oversees our TCFD
disclosures and reviews environmental
reporting before it is published.
Our full TCFD disclosure, prepared under
UK Listing Rule 6.6.6(8), is set out on
pages
37 to 40.
During FY25, we established an ESG
Working Group, bringing together senior
management from operations, finance,
people and product. The primary purpose
of the Working Group is conducting the
structured climate risk identification
exercise that underpins both this section
and our TCFD disclosures. We plan to
expand and formalise the ESG Working
Group’s Terms of Reference in FY26,
and it will report directly into a new ESG
Committee, comprising Director and senior
management representation. The ESG
Committee will report into the Audit and
Risk Committee.
Our Products and Packaging
All our packaging used to ship products to
customers is 100% recyclable. We partner
with DHL Go-Green for a portion of our
shipping, allowing us to offset associated
carbon emissions. These are not token
gestures. As a direct-to-consumer
business, packaging and last-mile logistics
are among our most significant touchpoints
with the environment.
Our Offices and Operations
Our head office is at The Glasshouse,
Alderley Park, Cheshire, United Kingdom,
managed by Bruntwood, a major UK
commercial property group that specialises
in creating culturally vibrant, equal and
environmentally conscious workplaces.
We moved to a larger space within the
building in August 2025 to accommodate
our growing team. Day-to-day operations
are near-paperless, recycling facilities
are provided throughout, and 98% of our
employees worked remotely for at least
one day per week during FY25, reducing
commuting emissions significantly.
Electricity at The Glasshouse is supplied
by Unify Energy, Bruntwood’s own fully-
regulated energy supplier business, which
operates on 100% renewable principles.
Bruntwood is committed to be a fully net
zero carbon business across all operations
by 2050. In January 2026 we signed a
renewable electricity contract for our UK
Warehouse facility and from FY26, all our UK
electricity will come from renewable sources.
Greenhouse Gas Emissions and
Energy Use
We report our Scope 1, 2 and 3 greenhouse
gas emissions ("GHG") in compliance
with the Streamlined Energy and Carbon
Reporting ("SECR") regulations for quoted UK
companies. This is our first SECR disclosure as
a listed company; the Group has met the SECR
qualifying criteria for three years, with prior-
year data having been prepared internally.
We use the UK Government Environmental
Reporting Guidelines (2019), aligned to the
GHG Protocol, with an operational control
boundary. Emissions conversion factors are
sourced from the UK Government’s annual
GHG Conversion Factor publications.
Six sites are included in our FY25
reporting below:
Three UK sites:
• Medical aesthetics clinic, Cheshire
• New head office, Cheshire (from March
2025)
• Warehouse, Greater Manchester
Three global sites:
• Ohio, USA (from January 2025)
• California, USA
• Shanghai, China
The prior year reporting covered one UK
site and one overseas site. We have no
owned vehicle fleet and business travel
emissions are not material.
UK energy consumption rose to 175,171
kWh (FY24: 107,832 kWh), with total
global energy consumption (including UK)
of 410,317 kWh (FY24: 156,876 kWh).
The increase in both measures reflects
the expansion to six sites during the
year, including a new US warehouse and
additional UK office space. UK emissions
totalled 31.5 tCO
2
e (FY24: 21.4 tCO
2
e)
and global emissions (excluding UK)
totalled 42.6 tCO
2
e (FY24: 9.9 tCO
2
e).
Our emissions intensity ratio increased to
0.53 tCO
2
e per £m revenue (FY24: 0.31),
driven by the addition of international
operations during the year.
The Scope 3 figure covers business travel
in employee-owned vehicles only. We
do not yet measure Scope 3 emissions
from our supply chain, inbound logistics
or product use and we plan to commence
data collation in these areas in FY26.
Greenhouse Gas Emissions (tCO
2
e) FY25 FY24
Scope 1- Gas Consumption 36.3 9.4
Scope 1 - Owned Transport
0.0 0.0
Scope 2 - Purchased Electricity
36.5 21.0
Scope 3 - Business travel (employee-owned vehicles)
1.3 0.9
Total Emissions (tCO
2
e) 74.1 31.3
Intensity ratio (tCO
2
e per £m revenue) 0.53 0.31
Total Emissions (tCO
2
e) UK 31.5 21.4
Total Emissions (tCO
2
e) Global (excluding UK) 42.6 9.9
Energy Use (kWh) FY25 FY24
Gas 198,499 51,365
Electricity
206,014 101,331
Fuel (vehicle mileage)
5,804 4,180
Total energy use (kWh)
410,317 156,876
Total energy use (kWh) UK 175,171 107,832
Total energy use (kWh) Global (excluding UK) 235,146 49,044
Environmental
33
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
34
The Beauty Tech Group plc Annual Report 2025
Carbon Accounting and Data
Infrastructure
In FY25 we implemented our new third-
party carbon accounting and climate
performance platform, aggregating energy,
travel and operational data. We also plan
to utilise this platform in FY26 for our Scope
3 measurement programme. Having the
right infrastructure in place before we set
our targets matters. It is essential to set
credible and measurable commitments
from the outset.
We have engaged a market leading
sustainability and energy management
services company to conduct our first
ESOS (Energy Savings Opportunity
Scheme) audit in FY26. ESOS is a
mandatory energy assessment scheme for
organisations in the UK that meet certain
qualification criteria with the Environment
Agency acting as the UK scheme
administrator. The Group meets the criteria
and is therefore required to carry out an
audit of the energy used by our buildings,
industrial processes and transport at least
every four years to identify tailored and
cost-effective measures to save energy
and achieve carbon and cost reductions.
The findings will directly inform our energy-
efficiency roadmap and FY26 target-
setting.
Employee Carbon Survey
In FY25 we completed our first
employee carbon survey. The results
gave us a clearer picture of the indirect
environmental impact of our workforce
and will inform how we engage
employees on sustainability issues going
forward:
98%
of employees worked remotely for at
least one day per week, significantly
reducing commuting emissions across
our team.
18.5%
commuted by public transport, on foot
or by train on the days they attended the
workplace.
We plan to undertake an employee
carbon survey annually and use the
results to track progress and identify
targeted initiatives.
Environmental continued
Looking ahead: our
environmental priorities for FY26
Complete our first ESOS audit
prioritising audit findings and
recommendations
ESG Working Party
to formally prepare and propose a Group
Environmental Policy for ESG Committee
formal approval and publication.
Set our first measurable
emissions reduction targets
informed by ESOS findings.
Conduct qualitative climate
scenario analysis
(1.5°C and 3°C+) ahead of expected full
TCFD compliance in FY26.
Commit to renewable electricity
across all UK operations. Our UK
Warehouse committed to a new supplier
contract in January 2026; our UK
head office already operates on a fully
renewable tariff.
Increase sea freight
transportation mix
to lower carbon emissions per unit
shipped relative to air freight, where
operationally feasible.
Commence Scope 3
measurement programme
across product manufacturing, inbound
logistics and supply chain.
Environmental, Social and Governance (“ESG”) continued
Social
35
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Our people
The Group employed 258 people at the
end of the financial year spread across
three countries. Our headcount reflects
targeted investment: we hired ahead of
planned revenue growth by investing
in marketing, product development,
supply chain and customer service, and
building the team needed to scale. This
was a deliberate and planned positive
movement. Staff costs as a percentage
of revenue rose from 6.5% in FY24 to
7.8% in FY25 as a result.
Women represent
77% of all employees
50% of Senior Management
40% of Board Directors
Health, Safety and Wellbeing
We apply our Health and Safety Policy
across all locations. Our UK head office,
The Glasshouse, is a modern, purpose-built
space designed to support how people
work today: collaborative, flexible and calm.
Flexible and hybrid working is standard with
98% of our global team working remotely for
at least one day per week in FY25.
In FY25, we identified Mental Health First
Aiders and Fire Safety Marshals across
the business, with formal external training
programmes scheduled for FY26. There
were no reportable health and safety
incidents during FY25.
Learning and Development
We believe that helping people grow is
inseparable from growing the business.
Our third-party online learning platform
gives every employee access to a broad
curriculum of development courses,
including mandatory modules on Modern
Slavery and Health & Safety. In FY25, 843
courses were completed across the Group.
We also support employees pursuing
external qualifications and professional
certifications where these strengthen both
individual capability and the Group’s long-
term skill base.
Male Female
Not
disclosed
Directors 3 2 -
Senior Management (excl. Directors) 1 1 -
Direct reports of senior managers 2 1 -
All employees 60 198 -
Our global footprint reflects how we work, with teams across the UK
(headquarters, product, marketing), the US (sales, marketing, customer service)
and China (manufacturing oversight and sourcing), where we established our new
manufacturing facility during the year.
UK US China ROW
Directors 5 - - -
Senior Management (excl. Directors) 2 - - -
All employees 209 25 24 -
The numbers provided in the tables above represent actual employees as at the
financial year end of 31 December 2025.
Further details on Our People including employee engagement, relevant policies,
reward and development are set out in our Section 172(1) Statement on pages
24to31 and Directors’ Report on pages 84 to 87.
Recognition and Engagement
In FY25 we introduced ‘Employee of the
Quarter’ awards to recognise exceptional
contributions and opened a permanent
Suggestion Box via our online HR platform
where employees can raise ideas at
any time. We conducted employee polls
throughout the year to gather feedback
on specific decisions and initiatives.
Enhanced benefits were introduced,
including additional holidays for long
service, a holiday buying scheme through
salary sacrifice, and improved paternity
and parental leave.
Human Rights and Modern
Slavery
Respect for human rights is a cornerstone
of any responsible business. Human rights
are the foundation of a fair and thriving
society and we are deeply committed
to upholding these values, ensuring that
respecting our people is woven into
everything we do. This commitment
extends not only to our own employees
but also to our global supply chain.
Violation of human rights in our operations
is unacceptable, and we will not tolerate
any instance of modern slavery in our
business or in our supply chain. Contracts
with key product supply chain partners
include clauses relating to anti-bribery and
modern slavery compliance. New supplier
onboarding procedures were introduced
during FY25.
Our latest Modern Slavery and
Human Trafficking Statement is
published on the Group’s website
www.thebeautytechgroup.com.
Further details of how we engage with our
suppliers and manufacturing partners can
be found on page
28.
Community and Charity
Our team raised more than £2,000 for
charity during FY25 through various events
including bake sales, supporting breast
cancer research; Christmas Jumper
Day for Save the Children; Red Nose Day
fundraising; and a 5 Peaks Challenge for
The Christie Charity. These initiatives
were not driven centrally; they were
led by our people, with the full support
of our Executive Directors and Senior
Management.
Further details on Our Communities are
set out in our Section 172(1) Statement on
pages
24 to 31.
Governance
36
The Beauty Tech Group plc Annual Report 2025
Good governance is what
makes everything else in this
report credible.
Our Board sets the tone, ensures
accountability and holds management
to the commitments we make. The Non-
Executive Directors bring independent
challenge across strategy, risk,
remuneration and audit. Areas where
objectivity matters most.
During the period since Admission, the
Audit and Risk Committee reviewed the
SECR emissions data and approved this
TCFD disclosure, providing direct Non-
Executive oversight and scrutiny of our
climate-related reporting as required as
a listed company.
Climate and sustainability governance
is covered in the TCFD section on
pages
37 to 40, which sets out
how climate-related risk is escalated
through management to the Board
and how our oversight structures will
develop in FY26.
Further details of our Risk Management
and Principal Risks are detailed in the
Strategic Report on pages
18 to 21.
Environmental, Social and Governance (“ESG”) continued
37
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
This is our first TCFD report, prepared under UK Listing Rule 6.6.6(8). As a newly listed company in 2025, we have approached this reporting
using embedded processes and data available to date, and with a clear account of what we still have to do. We are compliant on governance,
risk identification and Scope 1 and 2 emissions. We are not yet fully compliant in scenario analysis, quantitative financial impacts and formal
climate targets and we explain below what we are doing and how we are committed to working towards full compliance in FY26.
The table below summarises our position against each TCFD recommended disclosure. Detailed narrative follows below the table:
Recommended Disclosure FY25 Approach and Looking Forward to FY26 Status
Governance
(a) Board oversight of climate-related
risks and opportunities
The Board retains overall responsibility for climate risk. The Audit and Risk Committee
formally leads climate risk assessment and TCFD disclosure.
See pages
38 to 40.
4
(b) Management’s role in assessing and
managing climate-related risks and
opportunities
An ESG Working Group was established in FY25, with oversight sitting with the Audit and
Risk Committee. A formal ESG Committee with defined Terms of Reference is planned for
establishment in FY26, with a reporting line into the Audit and Risk Committee.
4
Strategy
(a) Climate risks and opportunities over
short, medium and long term
Five principal climate risks and two climate opportunities identified, assessed across
short (one–five years), medium (five–10 years) and long-term (10+ years) horizons.
See page
39.
4
(b) Impact of climate risks and
opportunities
on business model and strategy
Qualitative impacts described. Quantitative financial impact assessment planned for FY26.
See page
39.
(c) Resilience of strategy under different
climate scenarios, including a 2°C or
lower scenario
Qualitative scenario analysis (1.5°C and 3°C+) planned for FY26.
See page
39.
Risk Management
(a) Processes for identifying and
assessing climate-related risks
ESG Working Group conducted a structured risk identification exercise using the
Group’s established risk management framework.
See page
38.
4
(b) Processes for managing climate-
related risks
Climate-related risks managed within the Group’s overall risk management process,
with mitigating actions assigned to each identified risk.
See Risk Framework on page
18 and Climate Risk Management on page
40.
4
(c) Integration of climate-related risks
into overall risk management
Climate-related risks included in the Group risk register and reviewed by the Audit and
Risk Committee.
See Principal Risks on pages
18 to 21 and Climate Risk Management on page
40.
4
Metrics & Targets
(a) Metrics used to assess climate-
related
risks and opportunities
GHG emissions and energy intensity used as primary climate metrics via SECR.
See page
33.
Additional KPIs to be established in FY26.
(b) Scope 1, Scope 2 and Scope 3 GHG
emissions
Scope 1, 2 and Scope 3 (employee business travel) emissions disclosed. See page
33.
Scope 3 supply chain and logistics measurement targeted to commence in FY26.
4
(c) Targets to manage climate-related
risks and performance against targets
Formal climate targets not yet set. The Board intends to introduce measurable targets
in FY26, informed by ESOS audit findings.
x
Target
compliance
in FY26
Task Force on Climate-Related
Financial Disclosures (“TCFD”)
4
= Compliant
Explain
= Explain
x
= Not yet Compliant
Explain
Explain
Explain
38
The Beauty Tech Group plc Annual Report 2025
TCFD continued
Governance
The Board has overall responsibility for
climate-related risks and opportunities. This
responsibility is formally delegated to the
Audit and Risk Committee, which reviews
climate-related financial risks, oversees the
preparation of this disclosure and scrutinises
environmental performance data before it is
published in the Annual Report.
At management level, our ESG Working
Group, established in FY25, brings together
senior management from operations,
finance, people and product. The Working
Group has conducted the structured risk
identification exercise that forms the basis
of our strategy and risk management
disclosures below and is responsible for
developing our sustainability data and
reporting infrastructure. We intend to
establish an ESG Committee in FY26 which
will report directly into the Audit and Risk
Committee. This will also serve to ensure
Director oversight and scrutiny of our ESG
and climate-related strategy as it evolves.
Strategy
As a newly UK-listed public company, we
recognise sustainability is an integral part
of our responsibility to all Stakeholders.
We are committed to maximising
Shareholder value while acknowledging
the interconnectedness of our business
with broader societal and environmental
concerns. This commitment is demonstrated
through proactive assessment of climate-
related risks and opportunities, ensuring that
sustainability is considered in our business
operations and decision-making processes.
Time Horizons
We assess climate risks and opportunities
across three time horizons: short term (one
to five years), medium term (5 to 10 years)
and long term (10 years and beyond). Our
principal exposures in the short to medium
term are regulatory change, logistics
disruption and energy cost inflation. Physical
risks to our Asia-based supply chain tend to
be medium to long term.
39
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Climate-related Risks
Our ESG Working Group identified five principal climate-related risks through a structured assessment using our established enterprise
risk management framework. These are detailed in the table below, together with the financial impacts we consider most material and the
mitigations we have in place.
Risk Type & Description Potential Financial Impact Time Horizon Risk Score Mitigation
Physical: Supply Chain Disruption
Extreme weather disrupts
manufacturing in Asia.
• Higher cost of sales
• Inventory shortages
• Revenue loss
Medium–Long
(five–10+
years)
Medium • Dual-source manufacturing strategy
(China and India)
• Climate-risk scoring of suppliers
• Inventory maintained to incorporate
contingency element
Physical: Logistics Infrastructure
Storms, flooding, and wildfires disrupt
transport networks.
• Higher freight costs
• Delivery delays
• Customer refunds
and compensation
payments
Short–Medium
(one–10 years)
Medium • Multi-carrier logistics resilience
• Climate-resilient routes
• Multi-continent warehousing capacity
Transition: Regulatory & Compliance
Carbon pricing, new UK Sustainability
Disclosure Requirements (SDR), new
packaging and e-waste regulations,
Scope 3 obligations.
• Higher compliance
costs
• Potential fines
Short–Long
(one–15+
years)
Low • Carbon accounting and reporting
platform implemented
• Supplier emissions engagement
• Packaging/EPR compliance
• Low-carbon logistics
Transition: Market & Consumer
Preferences
Growing preference for sustainable
beauty-tech products; reputational
risk if sustainability credentials lag
peers.
• Loss of market share
• Lower brand value
Short–Medium
(one–10 years)
Low • Monitor consumer sentiment via D2C
model
• Adapt product energy efficiency
• Invest in credible sustainability
communications
Transition: Cost of Energy
& Transport
Rising electricity prices and
decarbonisation mandates increase
warehouse and logistics costs.
• Higher operating
expenses
• Margin compression
Short–Medium
(one–10 years)
Medium • UK Renewable energy contracts in
place
• First ESOS audit planned for FY26
• DHL logistics: Go-Green partnership
Climate Opportunities
We have also identified two areas where our climate response
creates commercial opportunity:
1) Supply chain resilience: our dual-source manufacturing
model, operating across China and India, was established for
commercial reasons but also provides meaningful climate
resilience, and we will continue to use climate-risk criteria
when evaluating new suppliers and logistics routes.
2) Energy efficiency: our investment in renewable energy
contracts and our ESOS audit may identify cost-saving
opportunities that reduce both emissions and operating costs.
As a direct-to-consumer business, credible sustainability
credentials also support brand trust with an increasingly
sustainability-conscious consumer base.
Scenario Analysis
We did not conduct formal climate scenario analysis in FY25. As
this is our first year reporting TCFD disclosures, our priority has
been establishing the governance structures, risk identification
processes and data infrastructure required for credible scenario
analysis. We plan to conduct qualitative scenario analysis under
1.5°C and 3°C+ pathways in FY26, informed by the findings of our
ESOS audit.
40
The Beauty Tech Group plc Annual Report 2025
TCFD continued
Risk Management
Climate-related risk is not managed
separately from our broader enterprise
risk framework, it sits within it. The five
risks identified in the TCFD strategy
section on page
39 are included in
our Group risk register, scored on the
same 5×5 likelihood and impact matrix
applied to all risks. This integration means
climate-related risks are subject to the
same rigour, escalation protocols and
mitigation oversight as the risks with
which they interact.
The process through which climate-related
risks are assessed and managed, including
how decisions are made to mitigate,
transfer, accept or control identified risks,
is described in the Risk Management and
Principal Risks section of the Strategic
Report on pages
18 to 21.
The ESG Working Group was responsible
for the initial structured identification of
climate-related risks in FY25. The Working
Group identified climate-related risks
through a structured internal review of
our emissions data, which was used to
prioritise the highest-impact areas of our
operations and supply chain, covering both
physical and transition risk categories.
Mitigating actions were assigned to
each identified risk. The most material
mitigations already in place are our dual-
source manufacturing strategy (reducing
physical supply chain concentration
risk), our multi-continent warehousing
network, our DHL Go-Green partnership
and our transition to renewable electricity.
Our carbon accounting and reporting
platform implemented in FY25 will allow
us to monitor emissions-related metrics
continuously from FY26.
The Directors have considered each of the
five identified climate-related risks on
page
39 and concluded that none
requires adjustment to asset carrying
values, impairment assumptions or
other Financial Statement estimates for
FY25, reflecting the Group’s asset-light
model and the medium-to-long-term time
horizons across which physical risks are
most likely to materialise.
The Board has carried out a robust
assessment of the principal and emerging
risks facing the Group, including those
that would threaten its business model,
future performance, solvency or liquidity
and reputation. As part of this assessment,
the Board continues to monitor Climate
Change and Environmental Regulation
as a risk. Physical climate risks to supply
chains and transitional risks from evolving
regulations are, and will continue to be,
under active assessment by the ESG
Working Party, ESG Committee, Audit and
Risk Committee and the Board.
Metrics and Targets
Our primary climate metrics are our
absolute GHG emissions and energy
intensity ratio, both of which are disclosed
in our SECR reporting on page
33.
In FY25:
74.1 tCO₂e
Total Scope 1, 2 and 3 emissions
(FY24: 31.3 tCO
2
e)
0.53 tCO₂e
Emissions intensity per £m revenue:
increase driven by new international
operations (FY24:0.31 tCO
2
e)
410,317 kWh
Total energy use, increase driven by site
expansion (FY24: 156,876 kWh)
We do not yet have formal climate targets.
The Board has committed to introducing
measurable targets in FY26, once we
have a full year of carbon related data
and the output of our first ESOS audit. We
believe targets set on robust data are
worth more than targets set prematurely.
The FY25 SECR disclosure provides the
baseline against which those targets will
be measured.
Scope 3 supply chain emissions
measurement will commence in FY26.
We will report on progress against FY26
commitments, and our first formal climate
targets, in the FY26 Annual Report.
41
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
In this section
42 Chair’s Introduction to Governance
44 Our Board
51 Corporate Governance Report
57 Nomination Committee Report
61 Audit and Risk Committee Report
69 Remuneration Report
84 Directors’ Report
88 Statement of Directors’ Responsibilities
Corporate Governance
42
The Beauty Tech Group plc Annual Report 2025
Chair’s Introduction
to Governance
Dear Shareholders,
Introduction
I am pleased to present The
Beauty Tech Group plc’s
annual statement on corporate
governance for the financial
year (FY25), the first since our
Admission to the London Stock
Exchange in October 2025.
The Board is committed to maintaining
the highest standards of corporate
governance. Embedding strong
governance practices is key to supporting
disciplined decision-making and
maintaining confidence in the Board’s
ability to deliver long-term value to our
shareholders. We recognise that we
are a founder-led business which has
only recently listed and, therefore, our
governance structures are still evolving,
an evolution that we believe should
be commensurate with our size and
entrepreneurial character. However,
despite the short time since Admission,
we have made meaningful progress
in strengthening our internal controls,
formalising our reporting processes
and embedding risk management. We
are on a journey and remain committed
to continuing that development in a
considered and proportionate way.
Board Composition
In preparation for Admission, we
established a highly capable Board, with
strength and depth that could add value
from the outset. We shaped the Board to
ensure the right balance of independence,
skills and experience for a dynamic,
entrepreneurially led business. The
Board currently consists of the Chair, two
Independent Non-Executive Directors
and two Executive Directors. The
Non-Executive Directors are considered
independent under the UK Corporate
Governance Code 2024 (the “Code”).
The Board is mindful that Simon Cooper,
our Senior Independent Director,
reached nine years of service in
March 2026. Succession planning is
already progressing, with an additional
independent Non-Executive Director
expected to be appointed during FY26.
In the meantime, Simon intends to put
himself forward for re-election at our
Annual General Meeting and will then
step down once an appropriate candidate
has been appointed. This forms part of
our orderly and proactive approach to
Board evolution, governance maturity and
long-term stewardship.
Governance Framework
The Board has prioritised the
establishment of appropriate governance
structures, the formation of Board
committees and the adoption of policies
and procedures designed to promote
effective oversight, accountability and
transparency. As the Group continues
to scale through its strategic objectives:
product innovation, D2C expansion,
influencer-led awareness, selective
prestige retail partnerships and a
globally scalable supply chain, the
Board will maintain active oversight of
these interconnected growth drivers to
ensure they are pursued within a robust
governance, risk and control framework.
Compliance with the UK
Corporate Governance Code
In the period following Admission,
the Board has remained focused on
overseeing performance against the
Company’s agreed objectives and
continuing to embed a sound governance
framework. This has included a review
of our compliance with the Code,
the identification of areas where we
continue to make progress and which
we will develop to work towards
further compliance through FY26.
Further details of this review can be found
on pages 51 to 52.
ELAINE O’DONNELL
Chair of the Board
Embedding strong
governance practices
is key to supporting
disciplined decision-
making and maintaining
confidence in the
Board’s ability to deliver
long-term value to our
shareholders.
43
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Risk Management and
Internal Controls
The IPO process saw further development
of the Group’s risk management
framework and our internal controls
monitoring policies and procedures. This
work will continue in FY26, including
progressing the requirements of Provision
29 of the Code which we will be reporting
on for the first time in FY26.
Board Performance Review
Given the short period between Admission
on 8 October 2025 and our financial
year end on 31 December 2025, we
have not yet conducted an annual Board
performance review. However, to support
continuous improvement and effective
governance, the Board reviewed its
performance at the conclusion of each
Board meeting through a standing agenda
item. Following each such review, the
Board was satisfied that it remained
focused on the right priorities and was
operating effectively in its oversight and
governance responsibilities. We will
carry out our first internal annual Board
performance review in FY26.
People and Culture
I want to acknowledge the dedication
and hard work shown by my fellow Board
members through the IPO process and
FY25. Their independent thinking and
breadth of perspectives played a vital
role in establishing our governance
structure pre-listing and their continued
commitment to embedding this
post-listing has been invaluable.
Our people and culture are central to who
we are as a business. As a founder-led,
entrepreneurial company, we recognise
that maintaining and nurturing our culture
as we grow and evolve is a priority for the
Board. The Executive Directors and their
hands-on involvement in the business
provides the Board with continuous insight
into culture and values but this will be an
area of further development in FY26.
As part of this commitment, I am pleased
to confirm that Seonna Anderson has
been appointed as our designated
Non-Executive Director for employee
engagement for FY26. Seonna will be
working closely with Laurence Newman
and Sam Glynn to develop the Board’s
approach to workforce engagement.
Shareholder Engagement
During the IPO process, considerable time
was spent engaging with stakeholders
and the Group’s new shareholders,
helping to share a fuller picture of our
business and provide the Board with
valuable insight regarding their objectives.
Effective stakeholder engagement
remains a key priority for our Board, and
we will continue to develop this area over
the coming year.
Looking forward to FY26, the Board
has planned a comprehensive investor
relations programme, aimed at both
existing and prospective shareholders
and which includes our inaugural AGM.
Further details of our full of stakeholder
engagement is provided in the Strategic
Report on pages
24 to 31.
Looking Forward
As we look ahead, the Board remains
committed to deepening our governance
foundations and supporting the Group in
its next phase as a listed company. We
are grateful for the trust placed in us and
remain focused on promoting long-term,
sustainable value for all shareholders.
The Board remains firmly focused on
promoting and protecting the Company’s
long-term, sustainable growth for all
stakeholders.
The following report sets out the
actions we have taken in support of
this commitment and illustrates the
accountability with which we approach
our responsibilities.
Elaine O’Donnell
Chair of the Board
15 April 2026
44
The Beauty Tech Group plc Annual Report 2025
Our Board
Independence
(excluding the Chair)
Independent: 50% (2)
Non-independent: 50% (2)
Gender
Male: 60% (3)
Female: 40% (2)
Ethnicity
White: 100% (5)
Tenure
+5 years 2
4-5 years 1
2-3 years 0
1-2 years 0
Less than 1 year 2
This section provides
an overview of our
Board’s composition
and activity during
the year.
These pages outline key information
including Director independence,
diversity, experience and attendance at
Board and Committee meetings.
These disclosures are intended to
give a clear picture of how the Board is
structured and how it operates in practice,
supporting transparency and helping
stakeholders understand our current
governance arrangements.
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
45
Expert (3) Significant (2) Knowledge (0-1)
Skills, Experience & Knowledge of Our Board
Board and Committee Meeting Attendance
Since Admission on 8 October 2025 and the 31 December 2025 financial year end, the Board held
two scheduled meetings in November and December 2025. The table below shows the number of
scheduled meetings since Admission attended by each Director against a total number of possible
meetings for each Director.
Director Board* Nomination Audit and Risk Remuneration
Elaine O’Donnell 2/2 1/1 – 1/1
Simon Cooper 2/2 1/1 1/1 1/1
Seonna Anderson 1/2** 1/1 1/1 1/1
Laurence Newman 2/2 – – –
Sam Glynn 2/2 – – –
* In addition to two scheduled board meetings, the Board met on one further occasion at short notice to fulfil its obligations
as a listed company. This was attended by all Board members.
** Seonna Anderson was unable to attend the November 2025 Board meeting due to a commitment that had been
arranged prior to Admission. Seonna received all Board papers and was briefed on matters discussed.
2 3
IT & Cyber Security
2 3
Remuneration
3 2
Legal & Compliance
2 3
Risk & Governance
3 1 1
Financial
5
Strategy & M&A
5
International
1 3 1
Operations & Supply
1 2 2
Brand & Marketing
1 1 3
Beauty & Product
3 2
Retail & Wholesale
4 1
Ecommerce
46
The Beauty Tech Group plc Annual Report 2025
Our Board continued
Directors
ELAINE O’DONNELL
Chair of the Board
N
R
Appointed to Board: 23 September 2025
Independent: On appointment
Background & experience:
Elaine is Chair of the Board and Nomination
Committee and contributes extensive plc
boardroom expertise across the retail and
consumer sectors.
A Chartered Accountant, she previously
served as a partner at Ernst & Young UK
LLP, where she specialised in corporate
finance and mergers and acquisitions.
Throughout her executive career, she
supported clients spanning a broad range
of market capitalisations, industries and
ownership structures.
Elaine has held senior non-executive
positions at Games Workshop Group plc
and SThree plc and she currently sits on the
boards of On the Beach plc and The Gym
Group plc.
Her substantial listed-company
experience and strong grasp of corporate
governance equip the Board with valuable
strategic perspective and leadership.
Listed Company Appointments:
On the Beach Group plc (Senior Independent
Director and Chair of the Audit and Risk
Committee).
The Gym Group plc (Senior Independent
Director and Chair of the Audit and Risk
Committee)
sThree plc (Non-Executive Director and
Chair of the Audit and Risk Committee -
resigned 31 December 2025).
Other significant commitments:
None
LAURENCE NEWMAN
Founder & Chief Executive Officer
D
Appointed to Board: 10 September 2025
Independent: No
Background & experience:
Laurence founded Currentbody.com Ltd
(now The Beauty Tech Group Trading Ltd)
in 2009 after identifying the strong growth
potential of home-use beauty devices.
He has since grown the Group from a
start-up into a global at-home beauty
technology business, most recently
achieving a successful IPO in 2025.
A business graduate from Manchester
University, he began his career selling
professional aesthetic devices and
has accumulated more than 25 years
of experience in the health and beauty
sector. Before establishing the Group,
he held various roles in the health and
beauty sector, including Sales and
Marketing Director at Dr Newmans Clinic.
As a founder and entrepreneur, Laurence
contributes deep sector expertise and
strategic vision to the Board, helping to
drive the Group’s ongoing commitment to
growth and innovation.
Listed Company Appointments:
None
Other significant commitments:
None
SAM GLYNN
Chief Financial Officer & Chief
Operating Officer
D
Appointed to Board: 10 September 2025
Independent: No
Background & experience:
Sam joined the Group as Chief Financial
Officer and Chief Operating Officer in
2021. He has overseen the Group’s
financial and operational strategy during
a period of rapid expansion, guiding major
milestones including the acquisitions
of Tria Laser and ZIIP Beauty, as well
as the development of the Group’s dual
manufacturing strategy.
Prior to joining the Group, Sam held a
number of senior finance leadership roles
within the retail sector across the North
West, and brings with him over a decade
of strategic, operational and online retail
finance experience.
An ICAEW Chartered Accountant
and Fellow, Sam contributes financial
discipline, strategic insight and strong
commercial oversight to the Board.
Listed Company Appointments:
None
Other significant commitments:
None
N
Nomination Committee
D
Disclosure Committee
A
Audit and Risk Committee
R
Remuneration Committee
Committee Chair
SARAH CLAYTON
General Counsel and Company
Secretary
Sarah is General Counsel and Company
Secretary and joined the Group in
February 2025 to support the IPO process,
playing an integral role in the Group’s
successful listing later that year. A solicitor
with over 25 years’ experience, Sarah
began her career in private practice,
latterly as a partner and subsequently
moved in-house, holding senior roles at
Co-operative Group, Studio Retail Group
plc (acquired by Frasers Group plc)
and Radius Group. She brings expertise
in corporate governance, legal and
regulatory compliance, risk management
and business transformation, with
particular depth in the retail and consumer
sector, developed across both listed and
private equity-backed businesses.
Senior Management
ANDREW SHOWMAN
Founder & Chief Technology Officer
Andrew co-founded Currentbody.com
Ltd (now The Beauty Tech Group Trading
Ltd) with Laurence, and serves as Chief
Technology Officer with responsibility for
all technology platforms, e-commerce
systems, and digital infrastructure across
the Group’s brands. With over 20years
of experience building and scaling
online businesses, Andrew has been
instrumental in developing the direct-to-
consumer technology capabilities that
underpin the Group’s international growth.
47
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
SEONNA ANDERSON
Independent Non-Executive Director
A
N
R
D
Appointed to Board: 23 September 2025
Independent: Yes
Background & experience:
Seonna serves as a Non-Executive
Director and Chair of the Audit and Risk
Committee.
She built her career at NEXT plc, where
she held senior positions including
Company Secretary & Central Finance
Director, before becoming CFO of Joules
(2023–2024) and subsequently returning
to NEXT as Company Secretary until
October 2025.
A Fellow of the Chartered Certified
Accountants (FCCA), Seonna brings
strong financial and governance
expertise that enhances the Board’s
oversight of financial reporting and risk
management. Her extensive retail sector
experience also provides valuable insight
to support the Group’s long-term strategy.
Listed Company Appointments:
None
Other significant commitments:
Fat Face Limited (Non-Executive
Director)
SIMON COOPER
Senior Independent Director
R
A
N
Appointed to Board: 23 September 2025
Independent: Yes
Background & experience:
Simon serves as Senior Independent
Director and Chair of the Remuneration
Committee. He first became a
statutory director of the Group in 2017,
contributing to strategy development and
supporting the business through its IPO.
He is the founder and former Chief
Executive Officer of On the Beach,
where he moved into a Founder-Director
non-executive role in June 2023.
During his tenure, he led the company
through its IPO in 2015 and oversaw its
progression into the FTSE 250 in 2018.
Simon brings strong strategic and digital
expertise to the Board, underpinned
by first-hand experience of scaling a
business rapidly in the period following a
successful IPO.
Listed Company Appointments:
On the Beach plc (Founder and Non-
Executive Director)
Other significant commitments:
Powder24 Limited (Non-executive
directorship)
Fearless Adventures (Investment) LLP
(Chair)
N
Nomination Committee
D
Disclosure Committee
A
Audit and Risk Committee
R
Remuneration Committee
Committee Chair
48
The Beauty Tech Group plc Annual Report 2025
Principal responsibility:
Effective running of the Board.
Principal responsibility:
Running the Group’s business.
Principal responsibility:
Providing objective oversight
of the Executive Directors,
and assessing, challenging
and monitoring the delivery of
the agreed strategy within the
Board’s established risk and
governance framework.
Principal responsibility:
Acting as a sounding board
for the Chair and serving as
an intermediary for the other
Directors and Shareholders.
Board Composition and Responsibilities
The Board consists of five members: the Chair of the Board, two Non-Executive Directors and two Executive Directors. Further details
regarding our Board composition are found in the section Our Board on page
44. Details regarding Board independence are found on
pages
46 to 47 and page 60.
The Code further recommends that Directors should be subject to annual re-election. The Company intends to comply with this
recommendation for all current Directors.
Division of Responsibilities
Each member has a specific role to play and there is a clear division of responsibilities between the Chair and CEO. The Code
recommends that the board of directors of a UK listed company should appoint one of its Independent Non-Executive Directors to be the
Senior Independent Director (SID). The Company’s SID is Simon Cooper.
The division of responsibilities is summarised below:
Our Board continued
Chair CEO
Independent Non-
Executive Directors
Senior Independent
Director
Other responsibilities:
• Ensuring that the Board:
(i) as a whole plays a full
and constructive part
in the development and
determination of the
Group’s strategy and overall
commercial objectives;
and
(ii) determines the nature and
extent of the significant
risks the Company is
willing to embrace in the
implementation of its
strategy.
• Guardian of the Board’s
decision-making processes.
• Seeking regular engagement
with major shareholders to
understand their views on
governance and performance
against the Group’s strategy
and ensuring that the
entire Board has a clear
understanding of the views of
shareholders.
Other responsibilities:
• Propose and develop the
Group’s strategy and overall
commercial objectives,
to be done in close
consultation with the Chair
and the Board.
• Along with the Senior
Leadership Team,
implementing the decisions
of the Board and its
Committees.
• Leading the Senior
Leadership Team in the day-
to-day management of the
Group to deliver its strategy.
Other responsibilities:
• Contribute extensive
experience and
independent judgement to
Board discussions.
• Help ensure that decisions
are informed by a broad
range of perspectives.
• The Board’s principal
Committees are comprised
predominantly, and in
some cases exclusively, of
Independent Non-Executive
Directors. This structure is
fundamental to maintaining
strong, independent
oversight across key areas
of governance.
Other responsibilities:
• Assist in the maintenance of
the stability of the Board and
the Company, particularly
during periods of stress.
• Work with the Chair, the
Directors and shareholders
to resolve significant or
sensitive issues.
• Orderly succession process
for the Chair, working
closely with the Nomination
Committee.
49
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Board Development and Training
To ensure the Board maintains an up-to-date understanding of
the evolving regulatory, commercial and governance landscape
relevant to a fast-growing beauty technology business, Directors
receive ongoing training and development. Training is delivered
through a combination of external advisers, internal functional
experts, and Committee specific updates, with content tailored to
the Group’s strategic priorities and risk profile.
Prior to Admission, the Company’s external lawyers delivered
training to all Directors covering their legal, regulatory and
governance duties, responsibilities and obligations as Directors of
a business listed on the London Stock Exchange.
Directors who were new to the Group also took part in a series of
meetings with members of management to familiarise themselves
with the business, its strategy and its objectives. Comparable
induction arrangements will be provided for all future Board
appointments.
Board meetings feature updates from the Executive Directors and
presentations from senior management on key strategic priorities.
When relevant, senior management and external advisers also
deliver business-specific presentations to support the Board’s
discussions and decision-making. Additional training is available
on request, where appropriate, so that Directors can update their
skills and knowledge as applicable.
Following Admission, the Company Secretary continues to
work with the Chair to identify and support the delivery of any
development needs for the Board, ensuring Directors have
access to appropriate training and ongoing governance updates.
50
The Beauty Tech Group plc Annual Report 2025
51
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Corporate Governance
Report
Compliance with the UK Corporate Governance Code
The Board of Directors is committed to the highest standards
of corporate governance. The Beauty Tech Group plc was
newly listed on the London Stock Exchange on 8 October 2025
and is therefore required under the FCA Listing Rules to report
against the UK Corporate Governance Code 2024 (the “Code”)
from Admission, save in respect of Provision 29. The enhanced
internal controls reporting requirements under Provision
29of the Code will first apply to the Company’s financial year
ending 31 December 2026 and therefore will be reflected in
next year’s Annual Report. Accordingly, the Company reports
against Provision 29 of the 2018 version of the UK Corporate
Governance Code (the “2018 Code”) this year.
The Code and the 2018 Code are available on the Financial
Reporting Council (FRC) website at www.frc.org.uk.
The Board has been focussed on building on the good
governance that the Group already established prior to
Admission and will continue to make progress and work towards
further compliance through FY26.
The Group has complied with all relevant Provisions of the
Code or in respect of Provision 29 of the 2018 Code, save in
respect of the following Provisions. In each case, the reason for
non-compliance is due to the short period between Admission on
8October 2025 and our financial year end on 31 December 2025.
Section 3: Composition, succession and
evaluation
Provision 21: There should be a formal and rigorous annual
review of the performance of the Board, its committees, the
Chair and individual directors.
And
Provision 22: The Chair should act on the results of the Board
performance review by recognising the strengths and
addressing any weaknesses of the Board.
In the period since Admission on 8 October 2025 and our
financial year end on 31 December 2025, the Board has focused
on ongoing performance reflection rather than undertaking a full
internal annual evaluation. To support continuous improvement
and effective governance, the Board reviewed its performance
at the conclusion of each meeting through a standing agenda
item, and was satisfied that it was focused on the right priorities
and was operating effectively in its oversight and governance
responsibilities. The Board has also developed a comprehensive
Board skills matrix to assess current capabilities, identify gaps,
and support succession planning and governance effectiveness.
Looking ahead, the Board will undertake its first internal review
of Board performance in FY26 and therefore expects to be
compliant with this provision in FY26.
This section should be read in conjunction with the Audit and
Risk Committee Report on pages
61 to 68, the Nomination
Committee Report on pages
57 to 60, and the Directors’
Report on pages
84 to 87, which together provide further
detail on the Group’s governance activities, oversight and
compliance during the year.
52
The Beauty Tech Group plc Annual Report 2025
Code Application
The application of the Code’s Principles is demonstrated throughout this Annual Report with page references for each Principle (A toR)
provided in the table below.
Location of information and relevant principle(s)
Principle Summary Governance report: Strategic report:
Section 1: Board leadership and company purpose
A
B
C
D
E
Board leadership and effectiveness
Purpose, values and culture
Governance reporting
Stakeholder engagement and participation
Workforce policies and practices
Governance Framework p53: C
Our Board p44 to 49: A
Corporate Governance Report p54 to 56: B, C, D
Nomination Committee Report p57 to 60: B
Audit and Risk Committee Report p61 to 68:
C, E
Chair’s Statement p4 to 5: A
ESG Report p32 to 36: A, B
Stakeholder engagement p24 to 31: D, E
Business model p8 to 9: B
Strategy p10 to 11: B
Risk management p18 to 21: C
Section 2: Division of responsibilities
F
G
H
I
Role of the Chair
Independence and division of leadership
responsibilities
Non-Executive Director role and time
commitment
Board policies, processes and resources
Corporate Governance Report p53 to 54: H
Our Board p44 to 49: F, G
Division of Responsibilities p48: F, G, H
Nomination Committee Report p57 to 60: H
Audit and Risk Committee Report p61 to 68: I
Chair’s Statement p4 to 5: F
CEO review p6 to 7: G
Section 3: Composition, succession and evaluation
J
K
L
Appointment processes, succession and
diversity
Board skills, experience and knowledge
Board Performance Review
Chair’s introduction to Governance p42
to43:J
Our Board p44 to 49: K
Corporate Governance Report p51: L
Nomination Committee Report p57 to 60:
J,K,L
Chair’s Statement p4 and 5: J, K
CEO review p6 to 7: J, K
Section 4: Audit, risk and internal control
M
N
O
Internal and external audit
Fair, balanced and understandable
Principal risks, risk management and
internal controls
Audit and Risk Committee Report p61 to 68:
M, N, O
Risk management p18 to 21: M, O
Going concern and Viability Statements p22
to 23: M, O
Section 5: Remuneration
P
Q
R
Aligning remuneration with strategy,
purpose and values
Remuneration policy development
Reviewing remuneration outcomes
Remuneration Report p69 to 83: P, Q, R
Remuneration Policy p69 to 83: Q
Stakeholder engagement p24 to 31: P
ESG Report p32 to 36: P
Corporate Governance Report continued
Governance Framework
The Board has established an effective governance framework as outlined below.
The Board delegates day-to-day management to the CEO, who is responsible for commercial, operational, risk and financial matters, and for developing strategy
for Board approval.
The CEO is supported by the CFO/COO and Senior Management comprising the CTO and General Counsel/Company Secretary.
Refer to page
47 for details of our Senior Management.
Senior Management
Strategic Report Governance Financial Statements Additional Information
53
The Beauty Tech Group plc Annual Report 2025
Chaired by Elaine O’Donnell
Our governance framework supports the Board in ensuring that across the Group, we make decisions in the right way.
Responsible for the long-term success of the Group through its leadership direction, and for ensuring there is a framework of appropriate and effective controls
which enables risk to be assessed and managed.
Sets the Group’s strategic aims and determines resource allocation to ensure the necessary financial and human resources are in place for the Group to meet its objectives.
Monitors overall performance and progress against business plans using KPI’s.
Sets, monitors, embeds and reviews the Group’s culture, values, and purpose ensuring that its obligations to Shareholders and other Stakeholders are understood
and met.
The Board
Brand and Technology
Expertise
Product Development
and Innovation
De-risked Manufacturing
and Global Distribution
Our Business Model
In accordance with the recommendations of the Code and best practice, the Board delegates certain responsibilities and authorities to its Committees. These
Committees support the Board in meeting its technical responsibilities and offering enhanced oversight within their specific areas of competence while adhering
to high corporate governance standards.
Full details of their responsibilities are set out in the Committees’ Terms of Reference on the Company’s website, a summary of which is outlined below:
Nomination Committee Audit and Risk Committee Remuneration Committee Disclosure Committee
Chair: Elaine O’Donnell
Additional members:
Seonna Anderson, Simon Cooper
Chair: Seonna Anderson
Additional members:
Simon Cooper
Chair: Simon Cooper
Additional members:
Elaine O’Donnell, Seonna Anderson
Chair: Seonna Anderson
Additional members:
Laurence Newman, Sam Glynn,
SarahClayton
Competence areas:
Board and leadership composition,
succession and diversity.
Competence areas:
Financial and narrative reporting, risk,
internal controls, relationship with
external auditor.
Competence areas:
Executive and senior leadership pay and
incentives structures.
Competence areas:
Compliance with Market Abuse
Regulatory (MAR) and Disclosure
Guidance and Transparency Rules
Guidance (DTR).
The role of the Committee is:
• to ensure that there is a formal,
rigorous and transparent procedure
for the appointment of new Directors to
the Board and Senior Management
• to lead the process for Board and
Senior Management appointments and
make recommendations to the Board
• to oversee the development of a
diverse pipeline for succession
• to assist the Board in ensuring its
composition is regularly reviewed and
refreshed so that it is effective and
able to operate in the best interests of
Shareholders
Assists the Board in fulfilling its oversight
responsibilities by reviewing and
monitoring:
• the integrity of the Company’s financial
and narrative information provided to
Shareholders
• the Company’s internal controls and
risk management systems, including
financial reporting risk
• the internal and external audit process
• the processes for compliance with
financial laws, regulations and ethical
codes of practice
Assists the Board in fulfilling its
responsibility to Shareholders to ensure
that:
• the remuneration policy and practices
of the Company are designed to
support strategy and promote long-
term sustainable success
• Remuneration of the Chair, Executive
Directors and Senior Management is
aligned with the Company’s purpose
and values and linked to the delivery of
the Company’s strategy
Assists the Board in maintaining
compliance with its obligations around
the identification, management, control
and disclosure of inside information, in
accordance with the UK Market Abuse
Regulation (MAR) and the Disclosure
Guidance and Transparency Rules (DTR)
N
A
R
D
Remuneration Committee Report
pages
69 to 83
Nomination Committee Report
pages
57 to 60
Audit and Risk Committee Report
pages
61 to 68
Committees
54
The Beauty Tech Group plc Annual Report 2025
Board Activities and Principal Decisions
Since the incorporation of The Beauty Tech Group plc on 29July2025,
the Board made a number of principal decisions that were
material to the Group’s long-term success, including those
relating to governance readiness for Admission, approval of the
IPO transaction, investment in technology and senior leadership
appointments.
In reaching these decisions, the Board considered the expected
impact on key stakeholder groups, financial and operational
implications, risk and compliance factors, and alignment with the
Group’s strategic objectives and purpose.
A summary of these principal decisions is provided in the following
table:
Area of Board
Activity Principal Activities
Relevant
stakeholders
Strategy • Approved the IPO transaction
• Investment in new technology systems to
support the growth of the business
• Shareholders &
investors
• Our People
• Customers &
consumers
• Communities &
environment
• Suppliers &
manufacturing
partners
Leadership
and
employees
• Approved new service agreements for the
Executive Directors
• Appointed two new independent
Non-Executive Directors
• Appointed Simon Cooper as SID
• Appointed Seonna Anderson as the
Non-Executive Director responsible for
employee engagement with effect from
1January 2026
• Our People
• Shareholders &
investors
Finance and
Investor
Relations
• Approved the FY26 budget
• Approved the Group’s November 2025
Trading Update announcement
• Approved the audited Financial
Statements for the year ending
31December 2025
• Approved the investor presentation
materials
• Received reports and updates on key
investor relations activities
• Our People
• Shareholders &
investors
Business
performance
and
operations
• Reviewed strategic and operational
performance
• Reviewed trading updates and financial
performance against budget
• Approved a Trading update
announcement post Admission
• Our People
• Shareholders &
investors
Governance • Approved the Risk Framework and key
policies including Whistleblowing, Financial
Crime (incorporating anti-bribery and
anti-corruption), and Charitable and Political
Donations Policy
• Agreed the annual programme of
business for the Board and each of the
Committees for FY26
• Shareholders &
investors
• Our People
• Communities &
environment
Board Meetings and Attendance
The Board met twice between Admission and the year end,
with strong attendance from all Directors. Meetings focused on
governance foundations, strategic execution and an information
technology and systems update. Directors are expected to attend
all Board and relevant Committee meetings, and attendance
is monitored throughout the year. Senior leaders presented at
meetings to enhance visibility of key operational areas.
All Board meetings are formally minuted, and all Directors are
encouraged to raise any concerns they may have regarding the
operation of the Board or the management of the Company, with
any unresolved concerns being recorded in the minutes.
Details of attendance by each Director at the scheduled Board and
Committee meetings since Admission are shown on page
45.
Independent Professional Advice
Directors may obtain independent professional advice at the
Company’s expense whenever they consider it necessary to
support their duties. The Board also has full access to the General
Counsel & Company Secretary, who provides guidance on
governance, legal and regulatory matters and supports the Chair
in ensuring the Board operates effectively.
Timely Flow of Information
The Board receives clear, accurate and timely information to
support effective decision making. Papers are circulated in
advance of meetings and cover financial performance, operations,
risk, culture and strategic execution. Senior Management and
other business team members attend meetings by invitation to
provide relevant updates and operational insight.
Time Commitments
All Non-Executive Directors confirmed on appointment that they
have sufficient time to discharge their responsibilities, taking into
account their external roles. Time commitments are reviewed
annually as part of Board effectiveness and succession planning.
The Chair and Committee Chairs devote additional time to
leadership, stakeholder engagement and governance oversight.
Conflicts of Interest
The Board maintains robust processes to identify and manage
actual or potential conflicts of interest, ensuring that no Director’s
external commitments or relationships compromise their
independent judgement or ability to act in the best interests of
the Company. In line with the Code, Directors must seek Board
approval before accepting any new external appointment, whether
paid or unpaid. This enables the Board to assess potential conflicts
at an early stage and to confirm that each Director is able to
commit sufficient time to their duties.
The Board also recognises the importance of transparency where
potential conflicts may arise between Directors. In this regard, the
Board has noted that Elaine O’Donnell and Simon Cooper serve
together on the board of On the Beach Group plc. The Board has
carefully considered this relationship and is satisfied that it does
not compromise the independence or judgement of either Director,
nor their ability to act in the best interests of the Group.
Corporate Governance Report continued
55
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
How the Board Embeds Culture
The Board recognises that culture is fundamental to the long-
term success of the Group and is committed to ensuring that the
Group’s values, behaviours and ways of working remain aligned
with its purpose and strategic ambitions as the business continues
to scale globally. The Board seeks to embed a culture that reflects
the Group’s entrepreneurial origins, its customer centric ethos,
and its commitment to clinical rigour, responsible innovation and
high standards of governance across all operations.
Executive Board members are deeply embedded in the day-to-
day running of the business, maintaining constant contact with
teams at all levels. This hands-on involvement gives the Board
direct and continuous insight into how the Group’s culture and
values are lived in practice across a dynamic, digitally enabled
organisation. The Non-Executive Directors’ induction programme
includes interaction with Senior Management and business
teams, providing opportunity for direct conversations regarding
Groupculture.
Key policies such as Whistleblowing, Health & Safety, Financial
Crime (incorporating anti-bribery and anti-corruption provisions)
and the Charitable and Political Donations Policy continue to
underpin the Group’s culture. However, the Board’s focus is on
ensuring these policies translate into day-to-day behaviours that
are consistent with the Group’s values and the expectations of a
listed company.
The Board will further develop how it assesses and monitors
culture, including reviewing existing communication mechanisms
and enhancing these, where appropriate. The Our People section
of the s172 Statement on page 27 of the Strategic Report explains
the Group’s approach to investing and rewarding our workforce.
Whistleblowing
The Whistleblowing policy was approved by the Board
immediately prior to Admission on the basis that it is fit for purpose
and appropriate for a company of the Group’s size and complexity.
The Whistleblowing policy provides a confidential reporting
channel, operated by an independent third party, through which
employees and other stakeholders may raise concerns about
potential improprieties in financial reporting, internal controls
or other matters. Concerns may also be raised directly with the
CEO or CFO. Should an issue be raised, it will be investigated
and dealt with by the Group’s whistleblowing officer (the General
Counsel and Company Secretary) or if a concern is raised
regarding an Executive Director, it would be investigated by a
Non-ExecutiveDirector.
From FY26, the Audit and Risk Committee receives a report at
each meeting on the status of open matters and, for concluded
cases, the outcomes and any actions taken. At the Audit and
Risk Committee meetings in March 2026 and April 2026, it was
confirmed that no significant matters had been raised during the
period since Admission.
Workforce Engagement
Workforce engagement is primarily the responsibility of the
Executive Directors and Senior Management. From a governance
perspective, and in accordance with the Code, Seonna Anderson
has been appointed as the designated Non-Executive Director for
Workforce Engagement from 1 January 2026.
To ensure the Board has good visibility of the key operations of
the business and to support the Board’s understanding of the
business as it grows, the Board agendas for FY26 include updates
from Senior Management and business teams on their functional
areas of expertise and on the execution of the Group’s strategy.
During the period between Admission and the year end, the
Board received a dedicated briefing on the Group’s information
technology and systems.
The Board recognises that the Group’s people are fundamental to
the delivery of its strategy and long-term success. The Group is
committed to offering competitive remuneration packages and to
treating its employees fairly and consistently, underpinned by the
Group’s Equality, Diversity and Inclusion Policy. As a newly listed
company, the Board intends to further develop its approach to
workforce investment and engagement in FY26.
Stakeholder Engagement
A wide-ranging schedule of investor and analyst meetings took
place ahead of Admission which facilitated dialogue between our
Executive Directors, institutional investors, fund managers and
analysts. The Chair is also committed to direct engagement with
Shareholders and the Annual General Meeting will provide an
opportunity for Shareholders to engage directly with both the Chair
and the wider Board. Our Senior Independent Director, Simon
Cooper, is also available to Shareholders who have concerns
that cannot be resolved through the usual channels (CEO, CFO or
Chair), this mechanism was not used in FY25.
Looking ahead to FY26, the Board has established a detailed
investor relations programme designed to ensure that both
existing and prospective Shareholders have a clear understanding
of the Group’s strategy and operations, while enabling Executive
Directors to dedicate appropriate time to leading the business and
driving Shareholder value.
The Board actively seeks to understand the views of our
Stakeholders and takes these perspectives into account in its
discussions and decision-making.
The section 172(1) statement and Stakeholder engagement
section on pages
24 to 31 of the Strategic Report provides
more detail on how the Board engages with and encourages
participation from employees and other Stakeholders.
56
The Beauty Tech Group plc Annual Report 2025
Risk and Internal Control
As stated above, the Board acknowledges that, as prescribed by the
FRC, there is a transitional arrangement whereby Provision29 of
the UK Corporate Governance Code 2018, will continue to apply for
financial years ending 31 December 2025. Provision 29 of the UK
Corporate Governance Code 2024 (the “Code”) will therefore apply
for the first time for the Group for FY26, which will be a high priority
area of governance focus for FY26. We will therefore report for the
first time in our FY26 Annual Report in relation to compliance with
the new Provision 29 of the Code.
Prior to Admission, oversight of risk management was carried
out by the Board, as no Audit and Risk Committee had yet been
established. In preparation for Admission, the Board approved the
Financial Position and Prospects Procedures (“FPPP”) workstream
where consideration was given to the effectiveness of the internal
processes, controls and policies which allow the Directors to
properly assess, monitor and report the Company’s financial
position and future prospects. This work provided the Board with
a rigorous baseline assessment of the Group’s financial reporting
framework. The Audit and Risk Committee carried out its first full
review of the overall effectiveness of risk management and internal
controls in March 2026 which was then reviewed by the Board at
its April 2026 meeting, ahead of the date of this Annual Report. The
Board concluded that the current framework was appropriate for
a listed company of the Group’s size and scale but, in the interests
of continuous improvement, identified some areas for further
development in FY26.
Further information is contained in the Audit and Risk Committee
Report on pages
61 to 68.
Corporate Governance Report continued
57
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Nomination
Committee Report
Committee Membership
Committee member Meetings attended
Elaine O’Donnell
(Chair of the Board and Chair of the Committee)
1/1
Seonna Anderson
(Non-ExecutiveDirector)
1/1
Simon Cooper (Senior Independent Director) 1/1
With the Company admitted to the
London Stock Exchange in October 2025,
our focus has been establishing the
governance foundations expected of a
newly listed business. Although the period
under review was short, meaningful
progress has been made, embedding our
processes and setting a clear framework
for succession planning and Board
performance review in the year ahead.
ELAINE O’DONNELL
Chair of the Nomination Committee
Committee Overview
• Comprises the Chair of the Board and two independent
Non-Executive Directors
• All members have relevant commercial and operating
experience
• The Committee’s first meeting following Admission was
held in October 2025
• Meetings are attended by the CEO and other relevant
attendees by invitation
Progress in the Three Months Between
Admission and Our 31 December 2025 year
end
• The Board’s composition has been compliant with the
Code from Admission
• The Board comprises 40% female representation
• Initiated the process to identify and nominate, for Board
approval, a successor to Simon Cooper, Non-Executive
Director
• Developed a Board skills matrix to assess current
capabilities, identify gaps, and support succession
planning and governance effectiveness
• Approved the Board Diversity Policy
Focus Areas for FY26
• Conclude the process to identify and nominate a
successor to Simon Cooper
• Undertake the first annual internal Board performance
review and the inaugural annual review of Board
Committee composition to ensure they remain
appropriately structured to support the long-term
success of the Company and its Stakeholders
• As required under the Board Diversity Policy, determine
the appropriate target date for appointing at least one
Director from a minority ethnic background
The Committee’s Terms of Reference are available at
www.thebeautytechgroup.com/corporate-governance
58
The Beauty Tech Group plc Annual Report 2025
Dear Shareholders,
I am pleased to present the first Nomination
Committee report for The Beauty Tech Group
plc since our admission to the London Stock
Exchange’s Main Market in October 2025.
Although the period under review was short,
meaningful progress has been made in
embedding our processes and setting a clear
framework for succession planning and Board
performance review in the year ahead.
Role of the Committee
The Committee’s roles and responsibilities are covered in
its Terms of Reference which were adopted by the Board,
immediately prior to Admission.
In particular, the Committee focuses on ensuring it:
• performs regular review of the structure, size
and composition (including the skills, experience,
independence, knowledge and diversity) of the Board and
its Committees
• leads the process for new appointments to the Board
• ensures orderly succession planning to both the Board and
senior management roles and overseeing the development
of a diverse pipeline for succession
• ensures that a rigorous annual performance review of the
Board, its Committees, the Chair and individual Directors is
undertaken
• ensures appropriate induction programmes for new
directors and on-going training requirements for the Board
are in place
Membership and Meetings
Committee membership is set out on page 57. The
biographies of each member of the Committee are set out on
pages 46 to 47.
Given the short period between Admission and the year end,
only one Committee meeting was held, which was attended by
all members and the invited Executive Directors.
Activities During the Year
The Nomination Committee meeting held in October 2025
focused on developing a comprehensive Board skills matrix
to assess current capabilities, identify gaps, and support
succession planning and governance effectiveness. In
addition, the Committee initiated a process to identify and
nominate, for Board approval, a successor to Simon Cooper,
our Independent Non-Executive Director.
Further details of these key activities are provided on
page
60.
Board and Committee Effectiveness
As the Committee was only constituted in October 2025,
formal performance reviews of the Board, its Committees
and individual Directors were not considered practical or
appropriate in this initial period. A full, internally facilitated
performance review will be undertaken in 2026. Given that
only two Board meetings have taken place since Admission,
the scope for assessing overall Board performance is
necessarily limited; however, the Board has adopted a
practice of reflecting on the performance of each meeting at
its close. I have led these discussions, considering whether
time has been focused on the right matters and whether the
Board’s values and priorities have been appropriately upheld.
Nomination Committee Report continued
59
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Diversity on the Board and Committees
The Committee recognises the importance of Board diversity and remains committed to enhancing it over an appropriate timeframe,
approving the Board Diversity Policy as part of the IPO process and which sits alongside the Group’s Equality, Diversity and Inclusion
Policy. The Committee notes the following regulatory board diversity targets under the UK Listing Rules and the Company’s position as at
31 December 2025:
FCA target Position as at 31 December 2025
At least 40% of the individuals on the board are women 40%
At least one of the senior positions on the board is held by a woman Elaine O’Donnell was appointed Chair of the Board on 23 September
2025
At least one individual on the board is from a minority ethnic
background
Not compliant
The Committee notes that the Company has not complied with the requirement to have at least one individual on the Board from a
minority ethnic background. Prior to Admission, the Committee approved a Board Diversity Policy stating that, within 12 months of the
IPO, the Board would set a target date for meeting this requirement. The Board Diversity Policy also stated that the Board would within
12 months after IPO set the date by which 40% of Director are targeted to be women. The Board has already met this target, as outlined
above.
In making Board appointments and when hiring or promoting into leadership roles, the Group will continue to consider its diversity
objectives while ensuring that each position is filled on merit, using clear and objective criteria to select the strongest candidate.
Further details of our Board and Senior Management are provided on pages
46 to 47.
Sex or Gender Identity Reporting as at
31 December 2025
1
Number of Board
members
Percentage of
Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
Executive
Management
2
Percentage
of Executive
Management
Female 2 40% 1 1 50%
Male 3 60% 3 1 50%
Not specified /prefer not to say - - - - -
Ethnic Background Reporting as at
31December 2025
Number of Board
members
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number
in Executive
Management
2
Percentage
in Executive
Management
White British or other White (including
minority White groups) 5 100% 4 2 100%
Mixed/multiple ethnic groups - - - -
Asian/Asian British - - - -
Black/African/Caribbean/Black British - - - -
Other ethnic group - - - -
Not specified/prefer not to say - - - -
1
Also see page 35 of the Strategic Report which contains gender balance information.
2
Executive Management is defined above using the prescribed definition in the Listing Rules which is the most senior executives or managerial body below the Board,
(or where there is no such formal committee or body, the most senior level of managers reporting to the chief executive), including the Company Secretary but
excluding administrative and support staff. Consistent with the Group’s flat management structure, Senior Management comprises the Executive Directors, CTO and
General Counsel/Company Secretary. The Board maintains close and direct oversight of the business without the need for a formal Executive Committee.
Data concerning gender and ethnicity representation was collected directly from all the individual Board and Executive Management through a Diversity and
Inclusion Monitoring Form.
60
The Beauty Tech Group plc Annual Report 2025
Composition and Independence
As set out in the Prospectus, the Group appointed a strong Board
on listing, which the Board considers has the appropriate balance
of skills, experience, independence and knowledge to carry out its
duties and responsibilities effectively.
At the time of the IPO, the Board assessed the independence of
the two Non-Executive Directors and determined that all were
independent in character and judgement and free from any
business or other relationships that could materially interfere
with their independent judgement. The Board also assessed my
independence as Chair on appointment.
Under Provision 10 of the Code, the Board is required to identify
in the Annual Report each Non-Executive Director it considers
to be independent. Where any of the circumstances in Provision
10 apply (or any other relevant circumstances) and the Board
nonetheless considers that the Non-Executive Director is
independent, a clear explanation should be provided.
Simon Cooper was first appointed as a Non-Executive Director
of The Beauty Tech Group Trading Limited on 1 March 2017
and, therefore, his service with the Group passed the nine-year
threshold on 1 March 2026. In addition, Simon Cooper and I serve
as Non-Executive Directors of On The Beach plc, a publicly listed
travel business. Simon Cooper’s tenure from 1 March 2026 and
this cross-directorship fall within the terms of Code Provision 10.
The Board has carefully considered whether Simon Cooper’s
tenure and/or his and my cross directorship give rise to any actual
or apparent impairment of his independence. The Board’s view
is that it does not. Firstly, the Board has not observed, and is not
aware of any circumstances suggesting, that Simon Cooper’s
length of service has led to over-familiarity with management
or reluctance to exercise independent judgement. He has
consistently demonstrated a willingness to constructively
challenge executive management and his contribution and
engagement at Board and Committees remains rigorous and
substantive.
The Board has also considered whether mine and Simon Cooper’s
working relationship at On The Beach plc has, in practice,
influenced or could influence the way in which Simon Cooper
conducts himself on the Board of the Company, including in his
interactions with me as Chair. The Board is satisfied that it has
not done so and there is no reason to believe it would. Simon
Cooper has demonstrated in terms of his contribution at Board
and Committees following Admission that he exercises his own
judgement independently.
The Board also recognises that Simon Cooper has only recently
exceeded the nine-year threshold and the process to appoint his
successor has already commenced. He will step down from the
Board as soon as his successor is appointed. The Board considers
Simon Cooper’s continued appointment to be appropriate in the
context of orderly succession planning, particularly given his
breadth of experience, including his experience as founder of
On The Beach plc and operating in a listed environment for the
firsttime.
Board Appointments and Succession Planning
In light of Simon Cooper’s tenure with the Group reaching nine years
in March 2026, shortly following Admission, the Board commenced
a process, utilising open advertising, to appoint an Independent
Non-Executive Director to replace Simon Cooper as Chair of the
Remuneration Committee. The Board recognises the importance
of having a good mix of skills, experience and diversity of thought
to support effective decision-making and so the priority is to
secure the best candidate. The intention is that Simon Cooper will
put himself forward for re-election at the AGM and will step down
from the Board once a suitable candidate has been appointed in
FY26. The Board considers that this is an appropriate plan for an
orderly phasing of Board succession, alongside ensuring the right
size, experience and composition for the Board of an agile and
entrepreneurially led business.
To assist with Board succession planning and in the interests of
continuous improvement, the Committee meeting in October 2025
focused on developing a comprehensive Board skills matrix to
assess current capabilities and assist in identifying any gaps.
Please refer to the Director skills matrix detailed on page
45
which highlights the key areas of expertise the Board considers
essential for robust oversight of the Group and successful delivery
of its strategy.
These skills will also be carefully considered when developing a
diverse pipeline and succession planning for Directors in the future.
Election and Re-election of Directors
In accordance with the Code and the Company’s Articles of Association,
all Directors will stand for election by shareholders at the AGM. The
Committee and the Board are satisfied that each Director continues to
perform effectively, demonstrates strong commitment to their role and
contributes meaningfully to the leadership of the Company.
The Board therefore recommends that shareholders support the
resolutions to be proposed at the 2026 AGM concerning the election
of Directors.
Elaine O’Donnell
Chair of the Nomination Committee
15 April 2026
Nomination Committee Report continued
61
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Audit and Risk
Committee Report
Committee Membership
Committee member Meetings attended
Seonna Anderson
(Chair of the Committee)
1/1
Simon Cooper (SID) 1/1
The Committee provides independent,
rigorous oversight to safeguard the
integrity of the Company’s financial
reporting and risk management. I am
pleased with the progress we have
made since Admission and look forward
to deepening that work as the Group
continues to grow as a listed company.
SEONNA ANDERSON
Chair of the Audit and Risk Committee
The Committee’s Terms of Reference are available at
www.thebeautytechgroup.com/corporate-governance
Committee Overview
• Comprises two independent Non-Executive Directors
• Seonna Anderson is considered by the Board to
have recent and relevant accounting experience. All
members have relevant commercial experience
• The Committee’s first meeting following Admission was
held in October 2025
• Meetings are attended by the Board Chair, CFO, CEO
and other relevant attendees by invitation
• The external auditor attends all meetings of the
Committee. The Committee members also meet for
private discussions with the external auditor
Progress in the Three Months Between
Admission and our 31 December 2025
year end
• Approving the audit plan and fee for the year ended
31December 2025, following discussion with RSM UK
Audit LLP
• Approval of a rolling agenda for future meetings
Focus Areas for FY26
• Oversee and scrutinise the preparation of the Financial
Statements for the year ended 31 December 2025 and
assess whether suitable accounting policies have been
adopted
• Discuss key areas of financial judgement
• Review the performance of the external auditors
• Assist the Board in its review of the effectiveness of the
Group’s system of internal control and risk management
framework
• Monitor the progress of a new financial system, which
will further enhance the Company’s control environment
and support the growth of the business
• Oversee the implementation of the new Code Provision
29 requirements
• Assess whether the Group should establish an Internal
Audit function
• Review the Committee’s performance since Admission
• Review the effectiveness of the Group’s whistleblowing
procedures
• Conduct a review of the Committee’s Terms of
Reference to ensure they remain appropriate to the
evolution of the Group
62
The Beauty Tech Group plc Annual Report 2025
Chair’s Introduction
I am pleased to present the first Audit and Risk
Committee report for The Beauty Tech Group
plc since our admission to the London Stock
Exchange’s Main Market in October 2025. This
has been a year defined by the demands of
becoming a listed company: transitioning to
IFRS for the first time, accounting for a significant
group reorganisation, establishing the
governance infrastructure expected of a Main
Market issuer, and producing our first statutory
Financial Statements under the full rigour of the
UK Listing Rules.
I was appointed Chair of the Audit and Risk Committee
immediately prior to Admission. I am an accountant with over
25 years’ experience in financial reporting and listed company
governance. Simon Cooper, who serves as Senior Independent
Director and an ordinary member of the Committee, brings
extensive experience in consumer businesses. Both Simon
and I are independent Non-Executive Directors, and the
Committee therefore meets the Code requirements for
independent membership for a smaller company and
Committee competence as required by Provision 25 of the
Code. Our full biographies can be found on pages 46 to 47.
The Committee’s principal focus in this first period was on the
integrity of the Financial Statements and the robustness of the
judgements underpinning them. The most demanding areas
were the Group’s transition to IFRS, the accounting for the Group
reorganisation and IPO-related costs. Working alongside RSM
UK Audit LLP and management’s advisers, the Committee
scrutinised each of these areas in detail and is satisfied that the
Financial Statements present a true and fair view.
Looking ahead, the Committee’s 2026 priorities are already
clear. We will deepen the Group’s internal control framework
in preparation for the new Provision 29 requirements under the
UK Corporate Governance Code 2024 (the “Code”), conduct
a formal review of whether an internal audit function is now
warranted as the Group scales, and complete our first formal
performance evaluation. A resolution to reappoint RSM as the
Group’s external auditors will be put to shareholders at the
2026 AGM.
Seonna Anderson
Chair of the Audit and Risk Committee
15 April 2026
Audit and Risk Committee Report continued
63
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Role of the Committee
The Committee’s roles and responsibilities are covered in its
terms of reference which are available on our website (www.
thebeautytechgroup.com). These terms of reference were
adopted by the Board immediately prior to Admission.
The Committee focuses on ensuring the integrity of the financial
reporting and audit processes and the maintenance of sound
internal control and risk management systems to safeguard
shareholder interests. In particular, it focuses on monitoring and/
or reviewing:
• The integrity of financial and narrative reporting and reviewing
significant financial judgements
• The going concern and viability statements
• The Group’s systems of risk management and internal controls
• The effectiveness of whistleblowing and anti-fraud
arrangements
• The effectiveness of the external audit process and the
appropriateness of the relationship with the external auditor
Membership and Meetings
Committee membership is set out on page 61. The biographies
of each member of the Committee are set out on pages 46 to 47.
Due to the brief time between October 2025 Admission and the
year end, only one Committee meeting took place between these
dates. Following year end, the Committee met twice to review and
approve the Group’s Annual Report and Financial Statements.
The Group’s external auditors, RSM UK Audit LLP, attended these
Committee meetings and will regularly attend future meetings.
The Board Chair, Chief Executive Officer, Chief Financial Officer
and other members of management attend Committee meetings
by invitation.
Committee Activities During the year
Given the period under review runs from Admission to the Group’s
first year end as a listed company, the Committee’s work was
necessarily shaped by the demands of the listing process as well
as ongoing obligations that apply to any Main Market company.
Committee Effectiveness
As the Committee was only constituted in October 2025, a formal
evaluation of the Committee’s performance was not considered
practical or appropriate in this first period. A full internally
facilitated evaluation will be undertaken in 2026.
Financial Reporting
Review of Financial Statements
The primary role of the Committee in relation to financial reporting
is to review and monitor the integrity of the Financial Statements,
including annual and half-year reports, and any other formal
announcement relating to the Group’s financial performance.
In the preparation of the Group’s FY25 Financial Statements,
the Committee assessed the accounting principles and policies
adopted, and whether management had made appropriate
estimates and judgements. To assist with this review, the
Committee requested that management present detailed papers
explaining and substantiating the basis for the Group’s accounting
policies, APMs and key areas of judgment and estimation.
The Committee recognises the importance of the views of the
external auditors and consequently made enquiries to ensure
that suitably robust challenges and audit procedures had
been performed on these judgements during the audit. There
were ultimately no significant differences in views between
management and the external auditor.
Having reviewed management’s papers and considered the
procedures and findings of the external auditors, the Committee
is satisfied the judgements are reasonable and that suitable
accounting policies have been adopted and disclosed in the
Annual Report.
Significant matters and judgements for the year ended
31December 2025
Following the IPO, the Group transitioned to IFRS reporting to meet
the reporting requirements of a publicly listed entity. As part of the
IPO, the Group underwent a group reorganisation. The Committee,
together with management, identified significant areas of financial
statement risk and judgement as described in the table on
page64. The Committee reviewed the impact of these changes
and other significant accounting matters with appropriate
challenge and debate.
64
The Beauty Tech Group plc Annual Report 2025
Accounting Matter Why it is Significant How the Committee Addressed It
Revenue
recognition
Revenue is the single largest figure in the
income statement. The scale of trading
means that year-end cut-off procedures
carry material risk.
The Committee challenged management on the robustness of year-end
cut-off controls. Management presented a detailed paper setting out
the basis for the revenue recognition policies adopted and the controls
applied at period end. The Committee reviewed RSM’s audit findings
in this area and confirmed they were consistent with management’s
position. As a result, no material adjustments arose. The Committee is
satisfied that the Group’s revenue recognition policies are appropriate and
consistentlyapplied.
Accounting
issues arising
from the IPO
including Group
restructuring and
exceptional costs
related to the
process
As part of the IPO, the Group underwent a
group reorganisation. The reorganisation
introduces risk due to the complexity of
the legal and accounting arrangements
involved, including the creation of a new
listed parent entity.
The Committee reviewed a detailed paper from management and its
advisers setting out the accounting treatment for the group reorganisation
and the classification of IPO-related costs. Key judgements considered
included: the identification of costs directly attributable to the share issue
(deductible from share premium under IAS 32) versus costs to be expensed
through the income statement; and the accounting for the new listed
holding company structure. The Committee is satisfied that the accounting
treatment is correct and the disclosures are appropriately clear.
Alternative
Performance
Measures
The Directors have included reference
to a number of Alternative Performance
Measures (“APMs”) within the Annual
Report, including Adjusted EBITDA,
considering that these provide useful
financial information in addition to those
provided under IFRS.
The Committee considered the disclosures around APMs to satisfy itself
that these are appropriate, including:
• Whether definitions are clear.
• Whether there is a clear reconciliation to IFRS measures.
• Ensuring equal prominence of APMs and IFRS measures taken across
the Annual Report as a whole.
Going concern and viability statement
The Committee reviewed the appropriateness of preparing
the Annual Report on a going concern basis and the viability
assessment for the business. To inform its assessment of these,
the Committee:
• Received a presentation from management which set out the
Group’s financial position and performance, its three-year cash
projections and the Group’s available borrowing facilities and
covenants.
• Reviewed the process behind the preparation of the cash
projections, assessing the completeness of the inputs and
appropriateness of key assumptions made by management.
• Reviewed the stress testing and reverse stress test prepared
by management. Stress testing included an extreme
downside scenario incorporating the temporary closure of
allwarehouses and websites.
• The Committee considered plausible downside scenarios that
could affect the Group’s financial position, drawing on recent
updates on the Group’s principal and emerging risks.
The Committee reviewed the stress-testing methodology, and
the scenarios applied, ensuring that they were sufficiently severe
and linked to the Group’s principal risks as set out in the Strategic
Report on pages
18 to 21. The Committee was satisfied that the
Going Concern and Viability Statements are based on a robust
assessment and that the disclosures are sufficiently clear and
specific. The Going Concern and Viability Statements appear on
pages
22 to 23 of the Strategic Report.
Based on these procedures, the Committee approved the
disclosures in relation to both the going concern and viability
assessment and recommended to the Board the preparation of the
Financial Statements on a going concern basis.
Fair, balanced and understandable
At the request of the Board, the Committee has reviewed the
content of the 2025 Annual Report and considered whether, taken
as a whole, in its opinion it is fair, balanced and understandable and
provides the information necessary for shareholders to assess the
Company’s position, performance, business model and strategy.
The Committee was provided with an early draft of the Annual
Report and provided feedback on areas where further clarity or
information was required to provide a complete picture of the
Group’s performance. The final draft was then presented to the
Audit and Risk Committee for review before being recommended
for approval by the Board. To support this assessment, the
Committee received an attestation from the Finance management
team confirming the process followed in preparing the Annual
Report, including the controls applied over the accuracy and
consistency of narrative and financial content. The Committee
reviewed the Annual Report in its entirety, with particular attention
to the consistency between the Strategic Report, the Directors’
Report and the Financial Statements, and to the balance between
positive and negative commentary on performance and prospects.
When forming its opinion, the Committee reflected on discussions
held during the year and reports received from management and
the external auditors.
Audit and Risk Committee Report continued
65
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
The Committee challenges any significant judgments and estimates made, and in reaching its conclusion considered the following:
Key Considerations
Fair • The Committee reviewed the treatment of IPO-related adjusting items and is satisfied that the adjusted
performance presentation is appropriately balanced, with adjustments clearly explained and IFRS measures
given equal prominence. The Committee confirmed that the strategic narrative, KPIs and financial results are
consistent and tell a coherent story, with no material bias identified in the disclosures.
Balanced • The Committee confirmed that APMs are clearly defined, consistently applied, and given no greater
prominence than equivalent IFRS measures. Key judgements are accompanied by meaningful sensitivity
disclosures, enabling shareholders to understand the range of possible outcomes. The Committee found no
material inconsistencies between the Strategic Report and the Financial Statements.
Understandable • The Committee considered whether the language and terminology is accessible to a typical Shareholder and
is satisfied that technical terms are appropriately explained where necessary. The Committee was satisfied
that the terminology used is appropriate and, where necessary, sufficiently explained. The Annual Report
as a whole is well-structured, with the narrative flowing logically and each section contributing clearly to
Shareholders’ understanding of the Group’s performance, position, strategy and prospects.
Having conducted this review, the Committee advised the Board that, in its opinion, the Annual Report for the period ended
31December 2025 is fair, balanced and understandable. The Board’s statement to this effect appears in the Statement of Directors’
Responsibilities on page 88.
66
The Beauty Tech Group plc Annual Report 2025
Risk Management, Internal Control and
InternalAudit
While the Board retains ultimate responsibility for risk
management, the Committee reviews the overall effectiveness
of risk management within the business regularly and at least
annually. Further details regarding the Group’s risk framework and
approach to risk management, together with details of the principal
risks and risk assessment can be found on pages
18 to 21.
IPO readiness and transition to listed-company governance
In the months leading up to Admission, the Board worked
closely with its advisers to assess the Group’s financial
reporting infrastructure, accounting policies and internal control
environment. This included a thorough review of the Financial
Position and Prospects Procedures (“FPPP”) work undertaken in
connection with the Prospectus, which provided the Committee
and the Board with a rigorous baseline assessment of the Group’s
financial reporting framework. The Committee will build on this
baseline in 2026 to establish a more formalised controls assurance
programme. The Board reviewed the judgements underpinning
the historical financial information included in the Prospectus and
engaged directly with RSM on the key accounting matters arising.
Post IPO
Prior to Admission, oversight of risk management was carried
out by the Board, as no Audit and Risk Committee had yet been
established. Following Admission, and given the short time frame
to the financial year end on 31 December 2025, the Committee
was not in a position to undertake a full review of the overall
effectiveness of risk management and internal controls during that
period. At its first meeting in 2026, the Committee carried out this
review, covering the Group’s primary financial, operational and
compliance controls. The Committee concluded that the current
framework was appropriate for a listed company of the Group’s
size and scale but, in the interests of continuous improvement,
identified some areas for further development in FY26.
IT and cyber security
The Group has implemented a cyber security framework
comprising policies covering access controls, system security,
change management, and incident response. The framework
identifies, assesses, and manages cyber risks that may impact
the confidentiality, integrity, or availability of systems and data,
underpinning business continuity, regulatory compliance, and the
safeguarding of customer and Company data.
The framework defines responsibilities for key employees,
risk management principles, risk controls, and the review and
maintenance of systems. A structured incident response process
ensures effective handling of potential cyber events.
Given the Group’s technology-centric business model and the
volume of personal consumer data it processes, the Committee
pays close attention to IT general controls and information
security. The Committee is satisfied that appropriate controls are in
place, though it recognises that this is an area requiring continuous
vigilance and investment.
Whistleblowing and fraud
The Group has a formal Whistleblowing Policy and a confidential
reporting channel, operated by an independent third party, through
which employees and other stakeholders may raise concerns
about potential improprieties in financial reporting, internal
controls or other matters.
The Group also has a Financial Crime Policy which sets out the
Group’s arrangements in respect of fraud prevention and its zero
tolerance approach. The Whistleblowing Policy and Financial
Crime Policy were approved by the Board immediately prior
to Admission on the basis that they were fit for purpose and
appropriate for a company of the Group’s size and complexity.
The effectiveness of both the Whistleblowing Policy and Financial
Crime Policy were reviewed by the Committee in March 2026 and it
confirmed that it was satisfied that the arrangements are operating
effectively. The Committee also received confirmation that no
whistleblowing or fraud cases had been raised in the period since
Admission. It was also agreed that in respect of whistleblowing,
the Committee would receive a report on the status of any open
matters and, for concluded cases, the outcomes and any actions
taken together with a report on current fraud cases as a standing
agenda item into ensure on-going Committee oversight.
Internal audit
The Committee has carefully considered whether to establish
a formal internal audit function, having regard to the relevant
Provisions of the Code. The Committee concluded that a standalone
internal audit function is not necessary at this stage, for the following
reasons. First, for this first short period as a listed company, the
assurance provided through the external audit process and
management’s own control self-assessment programme provides
an adequate level of comfort on the Group’s financial reporting
controls. Second, the Financial Position and Prospects Procedures
(“FPPP”) work undertaken in connection with the Prospectus
provided a rigorous independent baseline assessment of the
Group’s financial reporting framework, the findings of which remain
current. The Committee is committed to keeping this assessment
under active review. It has committed to formally re-evaluate
whether an internal audit function is warranted as part of its 2026
work programme, taking into account the Group’s growing scale, the
requirements of Provision 29, and the outputs of the more structured
controls assurance programme to be implemented during 2026.
Audit and Risk Committee Report continued
67
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
External Audit
One of the Committee’s roles is to oversee the relationship
with the external auditors, RSM UK Audit LLP, and to evaluate
the effectiveness of the service provided and their ongoing
independence. The short period between Admission to listing
and the publication of this report means the evaluation of the
performance and effectiveness of the external auditors has been
limited to their work on the year end audit.
When considering whether to recommend the re-appointment of
the external auditor, the Committee considers a range of factors,
including the effectiveness of the external audit, the period of
tenure of RSM, the recent change to a new RSM audit team and
partner, and the ongoing independence and objectivity of the
external auditor.
The Committee reviewed RSM’s findings in respect of the audit
of the Financial Statements for the year ended 31 December
2025. The Committee met with representatives from RSM
without management present and with management without
representatives of RSM present, to ensure that there were no
issues in the relationship between management and the external
auditors which it should address. There were none.
Independence and objectivity
RSM has reported to the Committee that, in its professional
judgement, it is independent within the meaning of regulatory
and professional requirements, and the objectivity of the audit
engagement partner and audit staff is not impaired. The year
ended 31 December 2025 is the first year for which Alastair Nuttall
will sign the auditors’ report as senior statutory auditor. Alastair
was supported by a team who are all new to the audit of the Group
and all of whom have listed company experience.
RSM disclosed to the Committee that there had been a breach of
their independence safeguards in the days immediately following
the Group’s IPO. As a result of an administrative error an RSM
network firm provided a restricted service via a third party who had
been engaged by the group to provide tax services in Australia.
The breach was identified by RSM whilst planning their audit
and the relationship with the third party provider was terminated
immediately. Given the very short-term nature of this breach,
lasting nine days from 3 October to 11 October 2025, and the
minimal value involved ($275 AUD), the Committee concluded that
it did not threaten the independence of RSM.
The Audit and Risk Committee has assessed the independence
of the auditor by considering, amongst other things, the length
of tenure of the audit firm and the audit partner, the value of
non-audit fees provided by the external auditor, the relationship
with the auditor as a whole, and management responses to the
independence questions in the questionnaire conducted at the
end of the audit process. It also considers the external auditors’
own assessment of its independence. The Committee is satisfied
that RSM meets the required standard of independence to
safeguard the objectivity and integrity of the audit.
Non-audit services provided by the external auditor
The external auditors are primarily engaged to carry out statutory
audit work. There may be other services where the external auditors
are the most suitable supplier by reference to their skills and
experience. A policy is in place for the provision of non-audit services
by the external auditors, to ensure that the provision of such services
does not impair the external auditors’ independence or objectivity, in
accordance with the FRC Ethical and Auditing Standards.
• All permitted non-audit services require approval in advance
by either the Audit and Risk Committee or the Audit and
Risk Committee Chair where assignments are commenced
between formal meetings.
• Only permitted non-audit services may be provided by the
auditor
• Non audit fees are capped at 70% of the average of fees paid
for the audit in the last three consecutive financial years.
This policy was adopted immediately prior to Admission and will
be reviewed at least annually by the Audit and Risk Committee.
During the year but prior to the group’s Admission, RSM charged
the Group £295k for the FY25 statutory audit and £733k for audit-
related assurance services provided in connection with the IPO,
comprising financial due diligence, tax due diligence and reporting
accountant work. These IPO-related services are non-recurring
and will not be repeated in FY26. RSM did not provide any other
non-audit services to the Group during the year.
Auditor effectiveness
The Committee Chair attended the audit close meeting with
management and the external auditor, gaining direct insight into
issues arising and their resolution, error levels, the management/
auditor dynamic, and the views of technical specialists.
RSM has attended all Audit and Risk Committee meetings since
Admission. Having reviewed RSM’s independence, objectivity,
audit quality and overall effectiveness, the Committee concluded
that RSM applied appropriately robust challenge and professional
scepticism throughout. The Committee met with RSM without
management present and was satisfied with the audit relationship
and quality of challenge. The Committee is satisfied that RSM
possessed the requisite skills, experience and independence, and
that the audit was effective.
The Group’s Financial Statements were not subject to FRC
Corporate Reporting Review during the period. The Committee
notes that newly-listed companies may be subject to CRR review
in due course and is committed to engaging constructively with the
FRC if contacted.
68
The Beauty Tech Group plc Annual Report 2025
Following the company’s incorporation RSM were appointed as
auditor for the first time this year, having previously served as
auditor to the trading subsidiaries since 2018. Having reviewed
RSM’s independence, objectivity, audit quality and overall
performance; including their handling of first-year IFRS and IPO
accounting matters; the Committee has recommended their
reappointment for the year ending 31December 2026. A resolution
to reappoint RSM UK Audit LLP and to authorise the Committee to
determine their remuneration will be put to Shareholders at the
2026 AGM.
The Committee will conduct an audit tender at least every
ten years. As the Company was formed immediately prior to
Admission, the next tender is currently expected in 2034, for audit
services commencing in the year ending December 2035.
The Committee confirms it has fulfilled its responsibilities under the
FRC Minimum Standard and is satisfied that the independence of
the external auditor has been effectively maintained.
Looking Ahead to 2026
As The Beauty Tech Group plc enters its first full year as a listed
company, the Committee’s programme of work will continue to
evolve. Our priorities for the year ahead include:
• Overseeing the Group’s compliance programme for
Provision 29 of the UK Corporate Governance Code 2024.
The Committee has already begun preparatory work and the
Committee expects to provide a full Provision 29 compliance
report in the 2026 Annual Report.
• Deepening our assessment of the Group’s internal financial
controls, including through more structured control self-
assessment procedures and a review of the financial systems
architecture as the Group scales.
• Review whether a formal internal audit function is necessary.
• Conducting a full review of the Committee’s Terms of
Reference to ensure they remain appropriately calibrated to
the Group’s growing scale and complexity.
• Conducting an Audit and Risk Committee performance
evaluation.
The Committee will report in full on progress against these
priorities in the Annual Report for the year ended 31 December
2026.
Audit and Risk Committee Report continued
69
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Remuneration
Report
Committee Membership
Committee member Meetings attended
(since Admission)
Simon Cooper (Senior Independent Director
and Chair of the Committee)
1/1
Elaine O’Donnell (Chair of the Board) 1/1
Seonna Anderson (Chair of Audit and Risk
Committee and Independent Non-Executive
Director)
1/1
The Committee has worked to establish
a remuneration framework that is
appropriately aligned with the Group’s
strategy, the expectations of a newly listed
business and to ensure that key personnel
are retained and incentivised to deliver
the Group’s ambitious growth plan. We
look forward to continuing to develop our
approach to remuneration as the Group
matures inthelisted environment.
SIMON COOPER
Chair of the Remuneration Committee
The Committee’s Terms of Reference are available at
www.thebeautytechgroup.com/corporate-governance
Committee Overview
• Comprises the Chair of the Board and two independent
Non-Executive Directors
• The Committee’s first meeting following Admission was
held in October 2025
• Meetings are attended by the CEO and CFO by invitation
Progress in the Three Months Between
Admission and our 31 December 2025 year end
• Agreed the Remuneration Committee agenda for FY26
• Finalised the Director’s Remuneration Policy for approval
by shareholders at the inaugural AGM
• Held initial discussions around the implementation of the
Combined Incentive Plan for FY26
Focus Areas for FY26
• The approval of targets for the Combined Incentive Plan
for FY26
• Review workforce remuneration to ensure pay structures
below Board-level remain competitive, fair and aligned
with the Group’s overall reward framework
• Implementation of the Directors’ Remuneration Policy for
the first full year as a listed business
70
The Beauty Tech Group plc Annual Report 2025
Chair’s Introduction
Dear Shareholders,
On behalf of the Remuneration Committee, I am
pleased to present The Beauty Tech Group plc’s
first Directors Remuneration Report (the “Report”)
as a listed company for the period from Admission
on 8 October 2025 until the financial year ending
31December 2025.
The Report is split into three sections:
Section Pages
Chair’s letter to shareholders 70
Directors’ Remuneration Policy 72
Annual Report on Remuneration 81
Directors’ Remuneration Policy
Our Admission to the London Stock Exchange in October 2025
represents an important milestone in the Company’s journey as a
newly listed business, and the Remuneration Committee has been
focused on transitioning effectively into the listed environment.
As a consumer brand with ambitious growth targets and a
strong commitment to performance and innovation, it is vital
that our remuneration arrangements enable us to attract,
motivate and retain the right leadership team and supports
the long-term success for the business. The Committee has
therefore developed a Remuneration Policy that is aligned with
UK CorporateGovernance expectations, while also reflecting
the founder-led nature of The Beauty Tech Group. This means
that the Remuneration Policy is sensitive to the shareholdings
of the existing Executive Directors, while also being flexible and
competitive to enable the Company to attract key talent to join the
Company in the future.
We recognise that remuneration will continue to be an area of
focus for investors and stakeholders. The Committee is committed
to ongoing engagement, ensuring that our policy remains fair,
competitive and responsive as the Company evolves following
our listing. I look forward to updating you in future years on how
our remuneration framework continues to support the execution
of our growth strategy and the creation of long-term value for all
stakeholders.
FY25 Performance
The business performed strongly throughout FY25, because
of the ever-increasing awareness of the At-Home Beauty
Device sector and the Group’s market leading products driving
strong sales growth across its core business and across all
key markets. The Group delivered the best quarter in its history
in the final quarter of 2025 which has resulted in Revenue and
Adjusted EBITDA outcomes in excess of the guidance provided
at IPO, with the final outcomes being £141.0m and £37.5m
respectively.
Remuneration Committee Principal
Responsibilities
The Committee’s principal responsibilities are to recommend
the Group’s policy on executive remuneration, determine the
levels of remuneration for Executive Directors, their direct
reports and the Chair of the Board, and prepare an annual
remuneration report for approval by the Shareholders at the
AGM.
The Executive Directors are invited to attend meetings of the
Committee to provide context on the decisions being made by
the Committee, except when their own remuneration is being
directly discussed. The Committee met once during the period,
and attendance is shown on page
69.
Key Committee Activities
In advance of the IPO the Committee considered carefully
the framework for the Directors’ Remuneration Policy and all
associated share plan rules, including the Combined Incentive
Plan, Share Incentive Plan and Save As You Earn Plan.
The Committee has subsequently finalised the detailed
Directors’ Remuneration Policy which will be presented
to shareholders for formal approval at the 2026 AGM. In
implementing the policy for FY26, detailed consideration
has been given to the first awards to be granted under the
Combined Incentive Plan for 2026, including determination of
eligibility to participate beyond the Executive Directors and
stretching performance targets being set. The intention is to
launch all-employee share plans later in2026.
Remuneration Report
continued
71
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
FY25 Remuneration
As set out in the Prospectus, following the Group’s successful
Admission, the base salary for each of Laurence Newman,
CEO, and Sam Glynn, CFO & COO, was increased to £500,000
and £400,000 respectively. This increase took effect from 1
January 2026. It is intended that base salaries will normally be
reviewed annually, taking account of Company and individual
performance and the wider context of the pay and conditions of
the wider workforce, as well as other relevant factors.
Implementation of our Remuneration Policy in
2026
Base salary
Following their post-IPO increases, effective 1 January 2026, the
CEO’s and CFO & COO’s salaries will not be increased in 2026
and will remain at £500,000 and £400,000 respectively.
The Beauty Tech Group Combined Incentive Plan
As set out in the Prospectus, the maximum opportunity for
Executive Directors will be 250% of salary, with 40% of awards
delivered in cash after one year and the remaining 60%
delivered into shares, vesting on the third anniversary of grant.
The award for FY26 will be subject to stretching Adjusted
EBITDA performance targets, which will be disclosed to
shareholders retrospectively.
Closing remarks
The Committee is committed to ensuring that we are responsive
to developments in best practice on remuneration, as well
as a transparent approach in respect of Executive pay in the
context of the wider workforce. Should you have any queries
or comments on this report, or more generally in relation to
remuneration, then please do not hesitate to contact me via the
Company Secretary.
We hope that you find the information in this report helpful
and informative, and we look forward to your support at
the Company’s inaugural 2026 Annual General Meeting on
19June2026.
Simon Cooper
Chair of the Remuneration Committee
15 April 2026
72
The Beauty Tech Group plc Annual Report 2025
This Directors’ Remuneration Policy (“Remuneration Policy”) will govern The Beauty Tech Group plc’s future remuneration for Executive and
Non-Executive Directors and is intended to apply for up to three years from the date of the Annual General Meeting at the 2026 AGM, subject to
approval by shareholders.
Committee Process to Determine Remuneration Policy
The Committee designed the Remuneration Policy around the following key considerations:
• Forward-looking remuneration arrangements should be simple; facilitating transparency and alignment with shareholders’ interests
over the longer term.
• Alignment with standard market practice and compliance with the UK Corporate Governance Code.
• The ability to attract, retain and motivate Executive Directors of the right calibre to ensure the continued success of the business, in
what is a highly competitive environment, whilst ensuring that the level and form of remuneration is appropriate.
• Remuneration should be aligned with the key corporate metrics that drive growth and increased Shareholder value with significant
emphasis on variable pay.
The role of the Committee and the formulation of the Remuneration Policy is undertaken in a way that ensures remuneration decisions
are undertaken in a manner that prevents and manages any potential conflicts of interest. Should any conflicts arise these will be alerted
to the Committee who will determine appropriate decisions in the best interests of The Beauty Tech Group plc’s Stakeholders.
Remuneration Policy Table
How component
supports strategic
objectives Operation of component Maximum potential value of component
Performance metrics used,
weighting and time periods
Base Salary
To recognise status
and responsibility to
deliver operational
strategy on a day-to-
day basis.
Base salary is paid in 12 equal monthly
instalments during the year.
Base salaries are reviewed annually with any
changes normally effective from 1 January
each year, and also (where relevant) to
reflect changes in the responsibilities of each
individual.
Whilst there is not a set maximum,
increases will normally be in line with
the range of increases awarded to other
employees.
Salary increases above this level may be
awarded in appropriate circumstances
including but not limited to the following:
• to reflect any change in the level of
responsibility of the individual (whether
through a change in role or an increase
in the scale and/or scope of the
activities carried out by the Company);
• an increase in experience and
knowledge of the Company and its
markets.
None, although overall
performance of the individual
is considered by the
Committee when setting and
reviewing salaries.
Directors’ Remuneration Policy
Remuneration Report
continued
73
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
How component
supports strategic
objectives Operation of component Maximum potential value of component
Performance metrics used,
weighting and time periods
Benefits
To provide benefits
commensurate with
the role and market
practice.
Executive Directors receive benefits set at
an appropriate level taking into account total
remuneration, market practice, the benefits
provided to other employees in the Group and
individual circumstances.
Executive Directors will be eligible for a range
of benefits, which may include, but is not
limited to, health insurance, life insurance /
death in service, travel, car allowance, staff
discount and relocation expenses.
The Committee reserves the right to
introduce other benefits, for example in the
case that this is necessary to attract and/or
retain key Executive Directors.
In relation to new Directors the Company
will pay for reasonable relocation expenses
where required.
Whilst the Committee has not set an
absolute maximum on the level of benefits
Executive Directors may receive, the
value of benefits is set at a level which the
Committee considers to be appropriately
positioned taking into account relevant
market levels based on the nature and
location of the role, the level of benefits
provided for other employees in the Group
and individual circumstances.
None.
Pension
To provide funding
for retirement.
Defined contribution pension scheme is open
to all employees and Executive Directors.
In appropriate circumstances, such as
where contributions exceed the annual or
lifetime allowance, Executive Directors may
take a taxable cash supplement instead of
contributions to a pension plan.
The percentage level of pension provision
(or cash allowance equivalent) for
Executive Directors will not exceed the
highest percentage contribution rate
available to a majority of employees.
The current pension contribution is 3% of
auto-enrolment qualifying earnings.
None.
The Beauty Tech Group Combined Incentive Plan (“Combined Incentive Plan”)
To incentivise the
delivery of financial
and strategic
priorities and directly
align the Directors’
interests with
those of all other
Shareholders.
Awards under the Combined Incentive
Plan are dependent on the achievement of
performance measures.
Normally, up to 40% of the award earned
is paid in cash following the end of the
performance period. This cash proportion
may be increased at the discretion of the
Committee in circumstances such as during
the lock-in period applying the Executive
Directors post-IPO and/or where the
shareholding requirement has been met by
the Executive Director.
Maximum opportunity of up 250% of base
salary may be awarded in respect of each
financial year.
Targets are set annually
reflecting the Company’s
financial and strategic
priorities and performance
is measured over a one year
period.
At least 70% of the awards
will be assessed against
financial performance
metrics. The balance is
assessed against non-
financial strategic objectives.
Financial metrics
No more than 25% of each
metric will vest for threshold
performance with full vesting
for maximum performance.
74
The Beauty Tech Group plc Annual Report 2025
How component
supports strategic
objectives Operation of component Maximum potential value of component
Performance metrics used,
weighting and time periods
The Beauty Tech Group Combined Incentive Plan (“Combined Incentive Plan”) continued
The balance is deferred in the form of a nil
cost option, conditional share award or
restricted share which vests after a further
two years and is thereafter subject to a
further two-year post-vesting holding period.
A discretionary underpin will apply over the
deferral period. The underpin may also apply
over the performance period.
Malus applies to cash awards prior to
payment and deferred share awards prior to
vesting.
Cash payments are subject to clawback
provisions for up to two years following
payment.
Deferred share awards are subject to
clawback provisions in the two-year period
following vesting.
Malus and clawback may apply in the
following circumstances:
a material misstatement of the Company’s
results, assessment of a performance
target or the number of deferred shares
granted was based on error, or inaccurate
or misleading information, gross misconduct
or fraud on the part of the Participant,
reputational damage to the Company,
a material failure of risk management,
insolvency or corporate failure.
Non-financial metrics
Non-financial metrics
vesting will apply on a scale
between 0% and 100%
based on the Committee’s
assessment of performance
against objectives.
The discretionary underpin
will primarily be assessed
with reference to a range
of financial, and in certain
circumstances, non-
financial metrics.
Shareholding Requirement
To strengthen the
long-term alignment
of Directors’ interests
with those of all
shareholders.
Shareholding requirement policy is primarily
derived from the issue of shares resulting
from the exercise of awards made under
company share plans, such as the Combined
Incentive Plan.
Executive directors are expected
to progressively build and retain a
shareholding in the Company worth 200%
of basic salary over a maximum of 5 years;
until such time as they have achieved
this level, they are required to retain 50%
the shares vesting to them under the
Combined Incentive Plan (other than to
settle associated tax liabilities on vesting).
Post-employment
Executive Directors who step down
from the Board are required to retain a
shareholding equal to 200% of salary
(or their actual shareholding at the point
of departure if lower) for the two years
following stepping down as Executive
Director.
N/A
Remuneration Report continued
75
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
How component
supports strategic
objectives Operation of component Maximum potential value of component
Performance metrics used,
weighting and time periods
All Employee Share Plans
To encourage
wide share
ownership across all
employees, including
the Executive
Directors.
Executive Directors may participate in all
employee schemes on the same basis as
other eligible employees.
This includes the The Beauty Tech Group
Share Incentive Plan (“SIP”) and the The
Beauty Tech Group Save As You Earn Plan
(“SAYE”) which the Board approved in FY25
and may be launched in the future.
Both plans have standard terms, which are
HMRC approved and allow participants to
either purchase or be granted shares (under
the SIP) or enter into a savings contract to
purchase shares (under either or both of the
SAYE or SIP) in a tax-efficient manner.
Limits are in line with those set by HMRC. None.
Choice of Performance Measures
The Committee chose the performance measures described in the table above as they are deemed to directly align the Executive
Directors’ interests with those of all Shareholders in an easily understood and transparent manner.
Combined incentive plan
The performance measures are set annually reflecting the Company’s financial and strategic priorities. At least 70% of the Combined
Incentive Plan is assessed against financial performance metrics. The balance is assessed against non-financial strategic/personal
objectives. In relation to financial metrics, up to 25% of each bonus element will vest for threshold performance, with full vesting
for maximum performance. In relation to non-financial metrics, vesting will apply on a scale between 0% and 100% based on the
Committee’s assessment of performance against objectives.
Additionally, the Combined Incentive Plan is subject to a discretionary underpin which will apply over the two-year deferral period. The
Committee may also determine that this will also apply under the one-year performance period. The assessment of the underpin will
occur at the end of the three year aggregate performance and deferral period, and will primarily make reference to a range of financial
and, in certain circumstances, non-financial metrics. The Committee will assess performance against the underpin metrics and
determine whether an adjustment to the vesting of any shares to participants is appropriate.
Malus and Clawback
The following table illustrates the time periods during which malus and clawback provisions may apply for each element of remuneration:
Remuneration element Malus Clawback
Combined Incentive Plan
(cash element)
Up to the date of the cash payment. Up to two years post the date of any cash payment.
Combined Incentive Plan
(deferred shares)
To the end of the two year vesting period. Up to two years post-vesting.
76
The Beauty Tech Group plc Annual Report 2025
Condition under which malus and clawback may apply include:
• The discovery of a material misstatement resulting in an
adjustment in the audited consolidated accounts of the Group
or the audited accounts of a Groupcompany;
• The assessment of any performance target in respect of
an Incentive Award was based on error, or inaccurate or
misleading information;
• The discovery that any information used to determine the
number of Shares subject to a Deferred Share Award was
based on error, or inaccurate or misleading information;
• Action or conduct of a Participant which, in the reasonable
opinion of the Board, amounts to fraud or gross misconduct;
• Events or behaviour of a Participant have led to the censure
of a Group company by a regulatory authority or have had a
significant detrimental impact on the reputation of any Group
company provided that the Board is satisfied that the relevant
Participant was responsible for the censure or reputational
damage and that the censure or reputational damage is
attributable to them;
• A serious failure of risk management of The Beauty Tech Group
plc, a Group company or a business unit of the Group; and/or
• The Beauty Tech Group plc or any Group company or business
of the Group becomes insolvent or otherwise suffers a
corporate failure so that the value of Shares is materially
reduced provided that the Board determines following an
appropriate review of accountability that the Participant should
be held responsible (in whole or in part) for that insolvency or
corporate failure.
Discretions
In exceptional circumstances such that the Committee believes
the original measures and/or targets are no longer appropriate
e.g. corporate activity, the Committee has discretion to amend
performance measures and targets during the year.
The Committee may also, in exceptional circumstances, amend
the formulaic Combined Incentive plan pay-out and/or amend the
deferred share awards vesting upwards or downwards should the
formulaic outcome not, in the view of the Committee, reflect the
overall business performance or individual contribution.
Any such changes would be explained in the subsequent
annual remuneration report and, if appropriate, be the subject of
consultation with The Beauty Tech Group plc’s major shareholders.
Consistent with best practice, the Combined Incentive Plan rules
also provide that any such amendment must not make, in the view
of the Committee, the amended condition materially less difficult to
satisfy than the original condition was intended to be before such
event occurred.
In line with market practice, the Committee retains discretion
relating to operating and administering the Combined Incentive
Plan. This discretion includes:
• timing of awards and payments;
• size of awards, within the overall limits disclosed in the policy
table;
• determination of vesting;
• ability to override formulaic outcomes;
• treatment of awards in the case of change of control or
restructuring;
• treatment of leavers within the rules of the plan, and the policy
on payments for loss of office; and
• adjustments needed in certain circumstances, for example,
a rights issue, corporate restructuring or special interim
dividend.
Differences in Policy Compared with Other
Employees
Salary: There are no differences in Policy. The Committee takes
into account the Company’s overall salary budget and percentage
increases made to other employees. It also sets the remuneration
for senior management, that being the first layer of management
below board level.
Taxable benefits: the benefits available vary by role taking into
account total remuneration, market practice, the benefits provided
to other employees in the Group and individual circumstances.
Pension: The percentage level of pension provision (or cash
allowance equivalent) for Executive Directors will not exceed the
highest percentage contribution rate available to a majority of
employees.
Incentive Plans: Executive Directors and selected members of
senior management are currently entitled to participate in the
Combined Incentive Plan as these are the roles which have most
influence on, and accountability for, the strategic direction of
the Group and the delivery of returns to Shareholders. This may
be reviewed as appropriate in the light of growth and/or other
changes in the Company. Once the SIP and SAYE schemes are
launched, Executive Directors and wider employees will be eligible
to participate on the same terms.
Remuneration Report continued
77
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Illustrative Application of Remuneration Policy
The bar charts below seek to illustrate the potential rewards available under the proposed remuneration policy for 2026 under varying
levels of performance.
CEO (£’000)
£0 £500 £1,000 £1,500 £2,000 £2,500 £3,000
Minimum
£509100%
45% 22% 33%
29% 28% 43%
24% 23% 53%
£1,134
£1,759
£2,134
On-target
Maximum
Maximum with 50%
share price appreciation
Salary, benefits & pension
Combined Incentive Plan - cash Combined Incentive Plan - deferred shares
CFO & COO (£’000)
£0 £500 £1,000 £1,500 £2,000 £2,500
Minimum
£405100%
45% 22% 33%
29% 28% 43%
24% 23% 53%
£905
£1,405
£1,705
On-target
Maximum
Maximum with 50%
share price appreciation
Salary, benefits & pension
Combined Incentive Plan - cash Combined Incentive Plan - deferred shares
The bar charts have been prepared based on the following assumptions:
Element Minimum performance On-Target performance Maximum performance
Maximum performance with
50% share price growth
Fixed elements of
remuneration
The base salary is the salary for 2026
The benefits are estimated, based on benefits for 2025
The pension contribution is equal to 3% of auto-enrolment qualifying earnings
Combined Incentive Plan
(CEO and CFO & COO:
250% award)
0% of maximum
opportunity
50% of maximum
opportunity
100% of maximum
opportunity
100% of maximum
opportunity plus 50%
share price growth
Remuneration Report continued
78
The Beauty Tech Group plc Annual Report 2025
Non-Executive Directors’ Fees Policy
How component
supports strategic
objectives Operation of component Maximum potential value of component
Performance metrics used, weighting
and time periods
To attract Non-
Executive Directors
who have a broad
range of experience
and skills to support
and oversee the
implementation of
strategy and ensure
good corporate
governance.
Non-Executive Directors’ fees are set
by the Board as a whole and aligned
with the responsibilities of each
director.
Annual fees are paid in 12 equal
monthly instalments during the year.
Non-Executive Directors will be
paid a base fee and may be paid an
additional fee for acting as chair of
any Board committees. The Chair of
the Board will not be paid any such
additional fees.
Non-Executive Directors’ fees are
periodically reviewed by the Board
in the light of any changes in role
and prevailing market rates for
Non-Executive Directors in other
listed companies of similar size and
with similar characteristics.
Non-Executive Directors’
remuneration will not be set outside
the parameters of prevailing market
rates for similarly-sized companies of
comparable complexity.
Non-Executive Directors are
not eligible to participate in any
performance-related arrangements
or share incentive schemes.
Service Contracts
The Executive Directors are each engaged under a rolling contract
of service requiring 12 months’ notice of termination on either side
for Laurence Newman and Sam Glynn. The dates of the Executive
Directors’ service agreements are as follows:
Effective date of service agreement
Laurence Newman, CEO 8 October 2025
Sam Glynn, CFO & COO 8 October 2025
All Non-Executive Directors are subject to re-election at each
AGM. The appointment of the Non-Executive Directors may be
terminated on either side on three months’ notice. The dates of
each Non-Executive Director’s appointment are as follows:
Effective date of service
agreement
Expiry of current term
Elaine O’Donnell 8 October 2025 8 October 2028
Simon Cooper 8 October 2025 8 October 2028
Seonna
Anderson
8 October 2025 8 October 2028
Copies of the service contracts and letters of appointment are
held at the Company’s Registered Office and will be available for
inspection within normal business hours / at the Annual General
Meeting, subject to any covid-related restrictions.
Payments for Loss of Office
When assessing whether payments will be made in respect
of loss of office, the Committee will take into account individual
circumstances including the reason for the loss of office,
TheBeauty Tech Group plc and individual performance up to the
loss of office and any contractual obligations of both parties.
Contractual payments
In the event of early termination for Executive Directors, the
Company may make a payment in lieu of notice up to a maximum
of 12 months’ salary. Any payment is subject to phasing and
mitigation requirements.
In the event of gross misconduct, the Company may terminate the
service contract of an Executive Director immediately and with no
liability to make further payments other than in respect of amounts
accrued at the date of termination.
The current Executive Director service contracts permit the
Company to put an Executive Director on garden leave for some or
all of the duration of the notice period.
79
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Combined Incentive Plan
The treatment of awards under the Combined Incentive Plan for leavers will depend on whether or not they are classified as a Good
Leaver. A Good Leaver is defined as a Director leaving due to the following reasons:
• Death;
• Ill-health, injury or disability;
• Transfer of a Participant’s relevant employment outside of the Group; or
• In any other circumstances at the Remuneration Committee’s discretion (except for gross misconduct).
For other leavers, the Committee will take into account individual circumstances, contractual terms, circumstances of the termination
and the commercial interests of The Beauty Tech Group plc to determine whether or not to treat a leaver as a Good Leaver.
The table below sets out the leaver treatment for awards under the Combined Incentive Plan.
Remuneration
element Treatment for Good Leaver Treatment for Other Leaver Remuneration Committee Discretion
Combined Incentive
Plan
Eligible for a Combined Incentive
Plan award, taking into account
performance conditions and/or
underpins.
Normally, any cash value which
becomes payable under the
Combined Incentive Plan or shares
which vest under the deferred share
award will be time pro-rated to reflect
the number of whole months from the
beginning of the performance period
or deferral period until the date of
leaving employment as a proportion
of the relevant performance period or
deferral period as relevant.
A deferred share award will ordinarily
lapse if it has not been exercised
within 6 months of cessation of
employment or, if later, when it
becomes exercisable.
If a Participant ceases to be employed
within the Group for any reason
before a Combined Incentive Plan
award is determined or during the
deferral period of a deferred share
award, then such award will normally
lapse.
It is at the discretion of the Committee
as to whether departing Directors
would be entitled to the Combined
Incentive Plan award. In exercising its
discretion on determining the amount
payable and the timing of payment to
an Executive Director on termination
of employment, the Committee
would consider each instance on
an individual basis, taking account
of factors such as performance and
circumstances of the termination.
When determining whether any value
becomes payable to a departing
Director, the Committee will ensure
that no ‘reward for failure’ is made.
Options under SIP
or SAYE
As per HMRC regulations. As per HMRC regulations.
Payments in the Event of a Change of Control
The treatment of each element of remuneration under a change of control is set out in the table below.
Remuneration
element Remuneration Policy and operation
Combined Incentive
Plan
An Incentive Award or a Deferred Share Award will vest immediately in such proportion as it determined by the
Committee in its absolute discretion taking into account any factors it considers relevant, including but not limited to
the assessment of any performance targets applying to the Incentive Award or any performance underpins or other
conditions applying to the Deferred Share Award as at the date of the change of control.
Unless the Committee agrees to exchange outstanding deferred share awards into awards in the acquiring company,
any outstanding deferred shares will ordinarily vest in full at the date of change of control (other than in respect of an
internal reorganisation).
80
The Beauty Tech Group plc Annual Report 2025
Approach to Recruitment Remuneration
In the event that a new Executive Director or Non-Executive Director was to be appointed, remuneration would be determined
consistent with the Policy table, paying no more than necessary. The table below sets out the additional elements of remuneration that
would be considered for the appointment of a new Executive Director.
Remuneration
element Policy and operation
Buy-out awards If it were necessary to attract the right candidate, due consideration would be given to making awards necessary to
compensate for forfeited awards in a previous employment.
In making any such award, the Committee will take into account any performance conditions attached to the forfeited
awards, the form in which they were granted and the timeframe of the forfeited awards.
The value of any such award will be capped to be no higher on recruitment than the forfeited awards and will not be
pensionable nor count for the purposes of calculating Combined Incentive Plan awards.
Any such award would be in addition to the normal Combined Incentive Plan awards set out in the Policy table.
Statement of Consideration of Shareholder Views
Prior to Admission the views of Shareholders were considered
when determining the Policy. If the Committee was to consider
changes to the Policy, it would be subject to prior consultation with
major Shareholders as appropriate.
The Committee takes the views of the shareholders seriously and
these views will be taken into account in shaping remuneration
policy and practice. Shareholder views will be considered when
evaluating and setting remuneration strategy and the Committee
welcomes an open dialogue with its shareholders on all aspects of
remuneration.
Statement of Consideration of Employment
Conditions Elsewhere in the Group
The Committee considers pay levels across the organisation
when setting remuneration for all directors (both executives and
non-executives). However, this review is undertaken against a
background of ensuring that the prevailing market rates for all
levels of employee in the organisation are taken into account
in order to attract, retain and motivate the best employees at
each level. In relation to directors, specific account is taken of
any change in the level of responsibility of the director (whether
through a change in role or the increased size of the Company)
or an increase in experience and knowledge of the Company and
its markets which may not be relevant to roles elsewhere in the
Company.
The Company does not deem it appropriate to formally consult
with employees regarding the determination of the directors’
remuneration policy. However, employees have the opportunity
to make comments on any aspect of the Company’s activities
through various channels of Board engagement with the
workforce and any comments made which are relevant to
directors’ remuneration would be considered by the Committee.
Legacy Arrangements
As set out in the Prospectus, the Company has legacy share
arrangements which remain subject to time vesting and/or
performance conditions post-IPO. These are summarised below:
Legacy Pre-IPO Awards
It was determined that Legacy Pre-IPO Awards should be granted
to the Executive Directors and various key managers on 23
September 2025. These awards preceded Admission and do
not form part of the post-IPO Remuneration Policy. The awards
will be wholly settled in shares which were transferred to the
Employee Benefit Trust prior to the IPO, with 50% vesting on the
third anniversary of Admission subject to continued employment
during that period, and the remaining 50% vesting subject to the
achievement of stretching Adjusted EBITDA performance targets
over the period from Admission to the financial year ending 31
December 2030 and continued employment.
This Policy gives authority to the Company to honour any
commitments entered into with current directors prior to the
Company’s Admission or to internally promoted future directors
prior to their appointment. Details of any payments under the
legacy incentive arrangements will be set out in future Directors’
Remuneration Reports as they arise.
Remuneration Report continued
81
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Introduction
This section of the report sets out how The Beauty Tech Group has implemented its proposed Remuneration Policy for Executive
Directors since Admission in October 2025. This is in accordance with the requirements of the Large & Medium Sized Companies and
Groups (Accounts and Reports) Regulations 2008 (as amended).
Directors were appointed to the Board of The Beauty Tech Group plc on the following dates: Laurence Newman and Sam Glynn
on 10September 2025; Elaine O’Donnell, Seonna Anderson and Simon Cooper on 23 September 2025. Single total figures reflect
remuneration from the date of appointment to 31 December 2025.
Single Total Figures of Remuneration (audited)
(£)
Salary /
fees*
Taxable
Benefits Pension**
Total
fixed pay
Combined
Incentive Plan/
Bonus
Total
variable pay
Total
remuneration
Executive Directors (2025)
Laurence Newman £122,727 £2,891 £405 £126,023 £600,000 £600,000 £726,023
Sam Glynn £93,580 £920 £405 £94,905 £457,500 £457,500 £552,405
Chair and Non-Executive Directors (2025)
Elaine O’Donnell £47,727 - - £47,727 - - £47,727
Seonna Anderson £16,909 - - £16,909 - - £16,909
Simon Cooper £19,636 - - £19,636 - - £19,636
* For the period to 31 December 2025 the base salaries for Laurence Newman and Sam Glynn were £400,000 and £305,000 respectively. These were increased to
their post-IPO salaries of £500,000 and £400,000 respectively with effect from 1 January 2026.
** Laurence Newman’s and Sam Glynn’s maximum pension contributions are 3% of auto-enrolment qualifying earnings in line with the wider workforce.
FY25 Bonus (audited)
FY25 bonuses were subject to Adjusted EBITDA performance targets set during the year prior to IPO. Following an assessment of
performance, the bonus targets were met in full and therefore the resulting payout to Laurence Newman and Sam Glynn was £600,000
and £457,500 respectively.
Statement of Directors’ Shareholding and Share Interests (audited)
Director
Awards subject
to continued
employment
Awards subject
to performance
and continued
employment
Ordinary shares
as at 31 December
2025
1
Combined
Incentive Plan
Pre-IPO
awards
Vested but
unexercised
options
Total shareholding
and share interests
Shareholding
requirement met?
Executive Directors
Laurence Newman 5,043,224 - 1,500,000 - 6,543,224 Yes
Sam Glynn 1,410,981 - 2,500,000 - 3,910,981 Yes
Chair and Non-Executive Directors
Elaine O’Donnell 29,520 - - - 29,520 -
Seonna Anderson 7,380 - - - 7,380 -
Simon Cooper 5,795,296 - - - 5,795,296 -
1. Includes any shares held by connected persons or related parties.
Directors’ share ownership guidelines (audited)
Director Shareholding requirement (% of salary)
Shareholding as at 31 December 2025
(%of salary)
1
Shareholding requirement met?
Laurence Newman 200% 2,925% Yes
Sam Glynn 200% 1,023% Yes
1. Based on the number of ordinary shares held and the closing share price of £2.90 on 31 December 2025.
Annual Report on Remuneration
82
The Beauty Tech Group plc Annual Report 2025
Payments to Past Directors (audited)
There were no payments to past Directors in the financial year.
Payments for Loss of Office (audited)
There were no payments for loss of office to past Directors in the
financial year.
Performance Graph and CEO Remuneration Table
The graph below shows the value of £100 invested in the Company’s
shares since listing compared to the FTSE All Share index. This index
was chosen as it reflects an index to which the Group has been a
constituent since the IPO in October 2025. Thegraph shows the
Total Shareholder Return generated by both the movement in share
value and the reinvestment over the same period of dividend income.
This graph has been calculated in accordance with the Regulations.
It should be noted that the Company listed on 8October 2025 and,
therefore, only has a listed share price for the period from 8 October
2025 to 31 December 2025.
0
50
100
150
TSR (rebased to 100)
08/10/2025 31/12/2025
FTSE All Share
The Beauty Tech Group
Chief Executive Officer Historic Remuneration
The table below outlines the Group CEO’s single figure for
total remuneration, and annual bonus and LTIP outcomes as a
percentage of maximum opportunity and will be built up over a
period of ten years:
2025
(Laurence Newman)
Combined Incentive plan payout (% of
maximum opportunity)
-
CEO single figure of remuneration
1
£726,023
1. Represents the period from appointment on 10 September 2025 to the
financial year ending 31 December 2025.
Laurence Newman was appointed to the Board on 10 September
2025; the single figure accordingly reflects remuneration from
appointment date to 31 December 2025 only.
Annual percentage Change in Remuneration of
Directors and Employees
As this is the Company’s first year as a publicly listed company,
there is no disclosable prior year remuneration to compare
against.
CEO to Employee Pay Ratio
The Group had an average of 241 employees in the period, which
is less than 250 and, therefore, is not required to disclose a CEO to
employee pay ratio.
Relative Importance of Spend on Pay
The following table sets out the amounts paid in share buybacks
and dividends, and total remuneration paid to all employees:
Payouts
2025 (£)
Dividends £0
Share buybacks £0
Total employee remuneration £10,412,187
Summary of Shareholder Voting
There is no historical voting to disclose on Directors’ remuneration
as the 2026 AGM will be the Company’s first as a publicly listed
company. AGM voting outcomes will be disclosed in future Reports.
Adviser to the Remuneration Committee
Prior to Admission, the Company appointed
PricewaterhouseCoopers LLP (“PwC”) to provide advice on
executive remuneration matters and views on shareholder
perspectives as part of the review of its Remuneration Policy for
senior employees, including executive directors. The Committee
regularly reviews and satisfies itself that the advice received is
independent and objective.
PwC is a member of the Remuneration Consultants Group and the
voluntary code of conduct of that body is designed to ensure objective
and independent advice is given to remuneration committees.
There are processes in place to ensure the advice received by the
Committee is independent of any support provided to management.
The Committee is therefore of the view that PwC provided
independent remuneration advice to the Committee and does not
have any connections with the Group or any director that may impair
their independence.
During the year, PwC were paid £10,000 for their advice to the
Committee on these matters. Fees were charged on a time-spent
basis.
Remuneration Report continued
83
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Implementation of Policy for FY26
The implementation of the Policy will be consistent with that outlined in the Policy table on pages 72 to 75.
Key feature Implementation in FY26
Base salary
• Base salaries are reviewed annually with any changes normally
effective from 1 January each year.
• The CEO’s and CFO & COO’s salaries that were agreed on IPO
took effect on 1 January 2026 and will remain at £500,000 and
£400,000 respectively.
Pensions
• Defined contribution pension scheme is open to all employees and
Executive Directors.
• In appropriate circumstances, such as where contributions exceed
the annual or lifetime allowance, Executive Directors may take a
taxable cash supplement instead of contributions to a pension plan.
• The percentage level of pension provision (or cash allowance
equivalent) for Executive Directors will not exceed the highest
percentage contribution rate available to a majority of employees.
• The CEO’s and CFO & COO’s maximum pension contribution is
3% of auto-enrolment qualifying earnings (in line with the wider
workforce).
Combined Incentive Plan
• Maximum opportunity of 250% of salary for the CEO and CFO &
COO
• Malus and clawback provisions apply
• For FY26, the maximum incentive opportunity for the CEO and CFO
& COO is 250% of salary.
• The FY26 Combined Incentive Plan awards will be based on
Adjusted EBITDA performance.
• The performance measures are set annually reflecting the
Company’s financial and strategic priorities.
• The performance targets will be set considering internal and
consensus forecasts and the key strategic priorities for the Group
in FY26.
• The Committee considers the precise performance targets to be
commercially sensitive, and so in line with market practice these
will be disclosed retrospectively.
• The Committee has discretion to amend the formulaic outcome
under the Combined Incentive Plan to ensure that outcomes are
reflective of business performance.
For FY26, the Chair of the Board and Non-Executive Director fees remain unchanged as follows:
• Chair of the Board: £175,000
• Non-Executive Director base fee: £52,000
• Additional fee for Senior Independent Director: £10,000
• Additional Committee Chair fees: £10,000 per Committee
• Additional fee for designated workforce engagement Non-Executive Director: £5,000 (effective 1 January 2026)
On behalf of the Remuneration Committee
Simon Cooper
15 April 2026
84
The Beauty Tech Group plc Annual Report 2025
Directors’ Report
The Directors present their Annual Report and audited Financial
Statements for the period ended 31 December 2025.
The Beauty Tech Group plc is incorporated as a public company
limited by shares and is registered in England and Wales with
the registered number 16613177. Its registered office is Suite
3f1, Glasshouse, Congleton Road, Nether Alderley, Macclesfield,
Cheshire, United Kingdom, SK10 4ZE.
This report contains the additional information the Directors are
required to include in the Annual Report in accordance with the
Companies Act 2006, the Listing Rules and the DTRs.
The Strategic Report and this Directors’ Report together are the
management report for the purposes of DTR 4.1.5 R.
In accordance with Section 414C (11) of the Large and Medium-
sized Companies and Groups (Accounts and Reports) Regulations
2008, the following disclosures have been included in the
Strategic Report or Governance Report as indicated rather than
in this Directors’ Report. The Strategic Report can be found on
pages1to40 and the Corporate Governance Report can be
found on pages
51 to 56.
Disclosures
Section Page numbers
Future business
developments
Strategic report 6 to 11
Risk management and
Principal Risks
Corporate
Governance Report
Audit and Risk
Committee Report
Strategic report
56
61 to 68
18 to 21
Climate-related financial
disclosures, greenhouse
gas consumption, energy
consumption and energy
efficiency including TCFD
disclosures
Strategic Report 37 to 40
Streamlined Energy and
Carbon Reporting (SECR)
Strategic Report 33 to 34
Employee engagement Strategic Report
Corporate
Governance Report
24 to 35
55
Business relationships
with suppliers, customers
and other stakeholder
engagement
Strategic Report 24 to 31
Under Sections 414CB and 414CA of the Companies Act 2006 the Group has less
than 500 employees at the year-end date and therefore is not obliged to include a
Non-Financial Information Statement.
Information required by UKLR 6.6.1
The information required to be disclosed by UK Listing Rule 6.6.1
can be found in the following locations:
Capitalised interest N/a
Publication of unaudited financial information Note 1*
Allotment of shares 85 and 124
Contracts of significance in which directors interested N/a
Controlling shareholder N/a
Dividend waiver N/a
LTIPs required by UKLR 9.3.3 R N/a
Waiver of Directors’ emoluments N/a
Waiver of Directors’ future emoluments N/a
*Note 1: On 8 January 2026, the Company published an adjusted EBITDA
guidance forecast for the year to 31 December 2025 of not less than £35.5m.
Actual adjusted EBITDA for the year was £37.5m.
Directors
Details of all persons who served as Directors of the Company during
the financial year and who continue to serve as such as at the date of
this report can be found on pages
46 and 47. Andrew Duckworth
and Paul Gedman also served as Directors of the Company from
incorporation on 29 July 2025 until 23 September 2025.
Appointment and Replacement of Directors
The Articles provide that the Company may by ordinary resolution
at a general meeting appoint any person to act as a Director,
provided that notice is given of the resolution identifying the
proposed person by name, and that the Company receives written
confirmation of that person’s willingness to act as a Director if
they have not been recommended by the Board. The Articles also
empower the Board to appoint as a Director any person who is
willing to act as such.
The Articles provide that the Company may by special resolution,
or by ordinary resolution of which special notice is given, remove
any Director before the expiration of his or her period of office. The
Articles also set out the circumstances in which a Director shall
vacate office.
The Articles require that, at each AGM, any Director who was
appointed after the previous AGM must be proposed for election
by the Shareholders. Additionally, each other Director must be
proposed for re-election by the Shareholders. The rules apply to
Directors who were acting as Directors on a specific date selected
by the Board. This is a date not more than 14 days before, and no
later than, the date of the Notice of AGM.
Powers of Directors
General
The Directors may exercise all of the powers of the Company save
for those required to be done by the Company in general meetings
and subject to any direction that the Company gives to the Board
by passing a special resolution and any other restrictions imposed
by relevant law including the Companies Act 2006.
Acquisition of own shares
On 1 October 2025, as part of a Group reorganisation prior to
Admission, the Company made an off-market purchase of, and
subsequently cancelled, 50,000 Ordinary shares of £1.00 each in the
capital of the Company held by Paul Gedman as the original subscriber.
85
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
On 2 October 2025, the Company received Shareholder authority
to buy back up to 1,107,011 of the Company’s Ordinary shares until
the earlier of the conclusion of the 2026 AGM or 30 June 2026. The
authority has not been exercised and remains in place as at the
date of this report. The Company intends to seek an authority to
buy back up to 14.99% of its share capital at the 2026 AGM.
Allotment of shares
On 2 October 2025, an ordinary resolution was passed authorising
the Directors to allot new shares up to a maximum aggregate
nominal amount of £3,690,036 (representing approximately
one third of the issued share capital of the Company) in any
circumstances and to allot further new shares in the case of a fully
pre-emptive offer up to a maximum aggregate nominal amount of
£3,690,036 (representing approximately a further one third of the
issued share capital).
The Directors were also empowered to allot shares for cash,
free from statutory pre-emption rights, both in connection with a
pre-emptive offer and, otherwise than in connection with any such
offer, up to a maximum aggregate nominal amount of £1,107,011.
This amount represented approximately 10% of the Company’s
issued share capital. The Directors were also empowered to
allot shares for cash, free from statutory pre-emption rights, up
to a further maximum aggregate nominal amount of £1,107,011
(representing 10% of the Company’s issued share capital) for use
specifically in connection with an acquisition or specified capital
investment. In both cases, the Directors were also empowered to
allot, on a non-pre-emptive basis, shares for cash representing no
more than 2% of the Company’s issued ordinary share capital for
the purposes of making a follow-on offer to certain retail investors
and existing Shareholders.
The authority to allot shares and power to disapply statutory
pre-emption rights will expire at the earlier of the conclusion of the
2026 AGM or 30 June 2026. The Company intends to seek a similar
authority and power at the 2026 AGM, in line with the guidelines
published by The Investment Association and the Statement of
Principles issued by The Pre-Emption Group.
Director’s Indemnities and Liability Insurance
The Company has granted indemnities to each of its Directors
under section 234 of the Companies Act 2006 and pursuant to the
Company’s Articles of Association in respect of liabilities they may
incur in the discharge of their duties or in the exercise of their powers.
These qualifying third-party indemnity provisions were in force
from 24 September 2025 and remain in force at the date of approval
of this report.
The Company did not have any qualifying pension scheme
indemnity provisions in place during the period.
The Company also maintains Directors’ and officers’ liability
insurance cover.
Dividend
The Group’s profit for the period is set out in the Consolidated
Statement of Profit and Loss and Other Comprehensive Income on
page 98. The Directors do not recommend a final dividend for FY25.
Share Capital
The Company was incorporated on 29 July 2025 with 50,000
Ordinary shares of £1.00 each. Prior to Admission, these £1
Ordinary subscriber shares were cancelled as part of the Group
reorganisation.
At Admission on 8 October 2025, 110,701,107 Ordinary shares
of 10 pence each were in issue, comprising 95,500,000 shares
issued to existing Shareholders, 10,701,107 new shares issued to
investors as part of the primary raise, and 4,500,000 shares issued
to the Employee Benefit Trust.
In respect of 95,500,000 shares issued to existing Shareholders, a
summary of how this is broken down and was dealt with as part of
the Group reorganisation is as follows:
On 17 September 2025, the Company issued 500,000 ordinary
shares of £0.01 each to The Data Capital Group Limited, at
parvalue.
On 3 October 2025, the Company issued:
a. an aggregate of 42,162,215 ordinary shares of £0.01
each to the 61 shareholders in eComplete SPV Limited, as
consideration for the transfer to the Company of their shares in
eComplete SPV Limited;
b. an aggregate of 45,738,615 ordinary shares of £0.01 each
to certain of the existing shareholders of Project Glow Topco
Limited, as consideration for the issue to the Company of
shares in Project Glow Topco Limited, using the proceeds of a
capital reduction of the shares in Project Glow Topco Limited
previously held by those shareholders; and
c. an aggregate of 7,099,170 ordinary shares of £0.01 each to the
holders of loan notes in the Company, as consideration for the
capitalisation of those loan notes.
Further details on the above and the reorganisation are contained
in the Prospectus.
No further shares were issued between Admission and
31December 2025 so the number of shares in issue at year end is
110,701,107 ordinary shares of £0.10 each.
Shareholder and Voting Rights
The Company has a single class of Ordinary shares, each carrying
the same rights, including equal rights to dividends and to the
return of capital on a winding up. All members are entitled to
receive notice of, attend and speak at general meetings. On a vote
at a general meeting, every member present in person or by proxy
is entitled to one vote for each Ordinary share held. The Company
has no securities carrying special rights with regard to control.
There are no restrictions on voting rights attaching to the
Company’s Ordinary shares, other than those imposed by law or
by the Articles of Association, including restrictions that may apply
where a Shareholder has failed to comply with statutory disclosure
notices. The notice of meeting for the 2026 AGM (“Notice of
Meeting”) will specify the procedures and deadlines for exercising
voting rights and appointing a proxy.
86
The Beauty Tech Group plc Annual Report 2025
Substantial shareholdings
As at 31 December 2025, the Company had not been notified
under Rule 5 of the Financial Conduct Authority’s Disclosure
Guidance and Transparency Rules (DTRs) of any changes in
holdings of voting rights in its shares since IPO. The Company has
not received any notifications under the DTRs in the period since
31 December 2025 and the date of this report.
The table below sets out the substantial shareholdings in the
Company on IPO based on the Pricing Statement at 3 October 2025
and modified to reflect changes notified to the Company by its PDMRs
up to the date of this report. The holdings may have subsequently
changed but notification to the Company under the DTRs is not
required until the next applicable threshold in DTR 5 is crossed.
Number of
Shares
Nature of holding
as per disclosure
Date of
notification
Slater Investments Limited 7,750,000 7.00% 3 October 2025
Thakral Lifestyle Pte. Limited 6,683,868 6.04% 3 October 2025
Simon Cooper
1
5,775,786 5.22% 3 October 2025
Andrew Showman
2
5,543,752 5.01% 3 October 2025
Laurence Newman
3
5,032,582 4.55% 3 October 2025
FCM Trust Limited as trustee of The Beauty Tech Group Employee Benefit Trust 4,500,000 4.07% 3 October 2025
Sencheer Holdings Ltd 4,292,233 3.88% 3 October 2025
Stephen Grant 4,020,801 3.63% 3 October 2025
The Data Capital Group Limited 2,745,502 2.48% 3 October 2025
Beechbrook UK SME Credit II GP LP (on behalf of Beechbrook UK SME Credit II LP) 2,636,572 2.38% 3 October 2025
Northern Venture Trust PLC 2,241,147 2.02% 3 October 2025
1 Simon Cooper’s holding increased to 5,795,296 and a holding of 5.24% on 26 November 2025.
2 Andrew Showman’s holding increased to 5,563,262 shares and a holding of 5.03% on 26 November 2025. Andrew Showman also transferred 300,000 ordinary
shares of £0.10 each in the capital of the Group (“Ordinary Shares”) to The Prism Charitable Trust, a special Trust of Prism the Gift Fund; charity number 1099682-1
on behalf of The Yankelson-Showman Charitable Trust (the “Trust”), for nil consideration (the “Transferred Shares”). Neither Andrew Showman nor any Persons
Closely Associated with Andrew Showman has any beneficial interest in the Trust or the Transferred Shares. Following the transfer, Andrew Showman remains
interested in 5,243,752 Ordinary Shares, representing approximately 4.7% of the Group’s issued share capital.
3 Laurence Newman’s holding increased to 5,043,224 and a holding of 4.56% on 26 November 2025. The numbers set out above do not include up to 1,500,000
Shares which will be issued prior to Admission and may be transferred to Laurence Newman pursuant to certain awards granted to him prior to the date of this
document, which may vest over time, subject to the satisfaction of certain performance conditions relating to the financial years ending 31 December 2030.
Restrictions on Transfer
For a twelve-month lock-in period from the date of Admission to
trading on the London Stock Exchange (being 8 October 2025), each
of the Directors at the time of the IPO agreed that, subject to certain
customary exceptions, they will not dispose of any of the Company’s
shares that they may hold. For the six-month period thereafter, they
have each agreed not to make any disposals except in accordance
with the reasonable requirements of the Company’s broker/other
than through the Company’s broker, with a view to maintaining an
orderly market in the Company’s securities.
There are no other restrictions on the transfer or limitations on the
holding of Ordinary shares other than under the Articles or under
restrictions imposed by law or regulation. The Articles set out the
Directors’ rights of refusal to effect a transfer of any share.
Directors’ Interests
Details of Directors’ interests (and their connected persons’
beneficial interests) in the share capital of the Company are listed
on page
81.
Annual General Meeting
The Company’s inaugural Annual General Meeting (AGM) will
be held at 11.00am on 19 June 2026 at Suite 3f1 Glasshouse,
Congleton Road, Nether Alderley, Macclesfield, Cheshire, England,
SK10 4ZE. Further details, including the resolutions to be proposed
at the meeting, are set out in the Notice of Meeting which will be
provided to all Shareholders within the prescribed timescales.
Amendments to Articles
The Company’s Articles of Association may only be amended by
a special resolution of the shareholders in accordance with the
Companies Act 2006.
Directors’ Report continued
Change in Major Shareholders’ Interests Since Admission
87
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Change of Control and Loss of Office/Significant
Agreements
On 25 March 2026, the Group entered into an unsecured £12.5m
trade finance facility with Santander which includes change of
control provisions.
Executive Director service agreements are terminable by the
Company on twelve months’ notice. There are no agreements
between the Company and its Directors or employees providing
additional compensation for loss of office or employment (whether
through resignation, redundancy, retirement or otherwise) that
occurs because of a takeover bid.
Principal Activities and Business Review
Please refer to our Strategic Report on pages 1 to 40.
Research and Development (R&D)
The Group continues to invest in research and development to
strengthen its leadership across its core aesthetics technologies.
Our global R&D team drives continuous innovation, operating
product development cycles of approximately two to three years
that integrate independent clinical research, Key Opinion Leader
insights, regulatory expertise and manufacturing innovation. This
disciplined approach supports a robust pipeline of new products
and range extensions, ensuring the Group consistently delivers
clinically validated, high-performance devices that enhance its
competitive position and underpin long-term growth.
Further details are located within the Strategic Report on
pages8to11. Our accounting policy for R&D is detailed in Note
1.12 of the Financial Statements on pages
105 to 106.
Financial Instruments and Risk Management
Information on financial instruments and the use of derivatives is
given in Note 25 to the Financial Statements.
Political Donations
The Company did not make any political donations, incur any
political expenditure, or make any contributions to any non-UK
political party (as defined under the Companies Act 2006) during
the financial year.
Branches Outside the UK
The Company conducts its overseas operations through
subsidiary undertakings rather than branches, with operations
in the United States and China. The Company therefore has no
branches outside the United Kingdom.
Events after the Reporting Period
There have been no events subsequent to 31 December 2025 that
require adjustment to these 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 employee 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
performanceoutcome.
This represents a non-adjusting event after the reporting date
and, accordingly, no adjustments have been made to these
FinancialStatements.
Disclosure of Information to the Auditor
The Directors confirm that:
a) so far as they are aware there is no relevant audit information
of which the auditors are unaware; and
b) the Directors have taken all reasonable steps to ascertain any
relevant audit information and ensure the auditors are aware of
such information.
The Directors’ Report comprising pages
84 to 87 and including
any sections incorporated by reference, has been approved by the
Board of Directors and is signed on its behalf by:
Sam Glynn
Chief Financial Officer
15 April 2026
88
The Beauty Tech Group plc Annual Report 2025
Statement of Directors’
Responsibilities
The Directors are responsible for preparing the Annual Report, the
Directors’ Remuneration Report and the Financial Statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the Directors
have prepared the Group Financial Statements with UK-adopted
International Accounting Standards (“IAS”), with International
Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board (“IASB”) and with the
requirements of the Companies Act 2006 (the “Act”). The Directors
have also chosen to prepare the standalone Company Financial
Statements in accordance with Financial Reporting Standard 101
(“FRS 101”) ‘Reduced Disclosure Framework’ and with the
requirements of the Companies Act 2006.
Under company law, the Directors must not approve the Financial
Statements unless they are satisfied that they give a true and
fair view of the state of affairs of the Group and the Company and
of the profit or loss of the Group and Company for that period. In
preparing these Financial Statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
• make judgements and accounting estimates that are
reasonable and prudent;
• provide additional disclosures when compliance with the
specific requirements in IFRS is insufficient to enable users to
understand the impact of particular transactions, other events
and conditions of the entity’s financial performance;
• for the Group Financial Statements, state whether International
Accounting Standards in conformity with the requirements of
the Companies Act 2006 and IFRS have been followed, subject
to any material departures disclosed and explained in the
financial statements;
• for the standalone Company Financial Statements, state
whether applicable UK accounting standards have been
followed, subject to any material departures disclosed and
explained in the Company Financial Statements; and
• prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the transactions,
and disclose with reasonable accuracy at any time the financial
position of the Group and the Company, and enable them to ensure
that the Financial Statements and the Directors’ Remuneration
Report comply with the Companies Act 2006 and, as regards the
Group Financial Statements, Article 4 of the IAS Regulation. They
are also responsible for safeguarding the assets of the Group
and the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that comply with that law and those regulations.
Each of the Directors, whose names and functions are listed on
pages
46 and 47, confirm that to the best of their knowledge:
• the Financial Statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit/
loss of the Company and the undertakings included in the
consolidation taken as a whole;
• the Strategic Report and Directors’ Report (comprising the
management report) include a fair review of the development
and performance of the business and the position of the
Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal
risks and uncertainties that they face.
The Directors are responsible for preparing the Annual Report in
accordance with applicable laws and regulations. The Directors
have carried out a robust assessment and confirm that they are
satisfied that the Annual Report and Financial Statements, taken as
a whole, provides the information necessary to assess the Group
and Company’s performance, business model and strategy, and is
fair, balanced and understandable.
The Directors are responsible for the maintenance and integrity of
the corporate and financial information included on the Group and
Company’s website. Legislation in the United Kingdom governing
the preparation and dissemination of the Financial Statements
may differ from legislation in other jurisdictions.
These statements were approved by the Board on 15 April 2026
and signed on its behalf by:
Laurence Newman
Chief Executive Officer
15 April 2026
89
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
In this section
90 Independent Auditor’s Report
Group Financial Statements:
98 Consolidated Statement of Profit and Loss
and Other Comprehensive Income
99 Consolidated Statement of Financial Position
100 Consolidated Statement of Cash Flows
101 Consolidated Statement of Changes in Equity
102 Notes to the Consolidated Financial Statements
Parent Company Financial Statements:
140 Company Statement of Financial Position
141 Company Statement of Changes in Equity
142 Notes to the Company Financial Statements
Financial Statements
90
The Beauty Tech Group plc Annual Report 2025
Independent Auditor’s Report to the
Members of The Beauty Tech Group plc
Opinion
We have audited the financial statements of The Beauty Tech
Group plc (the ‘parent company’) and its subsidiaries (the
‘group’) for the period ended 31 December 2025 which comprise
the Consolidated Statement of Profit and Loss and other
Comprehensive Income, Consolidated Statement of Financial
Position, Consolidated Statement of Cash Flows, Consolidated
Statement of Changes in Equity, Notes to the Consolidated
Financial Statements, Company Statement of Financial Position,
Company Statement of Changes in Equity and Notes to the
Company Financial Statements, including significant accounting
policies. The financial reporting framework that has been applied
in the preparation of the group financial statements is applicable
law and UK-adopted International Accounting Standards.
The financial reporting framework that has been applied in
the preparation of the parent company financial statements
is applicable law and United Kingdom Accounting Standards
including Financial Reporting Standard 101 “The Financial
Reporting Standard applicable in the UK and Republic of Ireland”
(United Kingdom Generally Accepted Accounting Practice).
In our opinion:
• the financial statements give a true and fair view of the state
of the group’s and of the parent company’s affairs as at
31 December 2025 and of the group’s profit for the period then
ended;
• the group financial statements have been properly prepared
in accordance with UK-adopted International Accounting
Standards;
• the parent company financial statements have been properly
prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and
• the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for Opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements
section of our report. We are independent of the group and parent
company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Summary of Our Audit Approach
Key audit matters
Group
• Revenue recognition
(Valuation, Occurrence & Cut off)
Group and Parent Company
• Reorganisation of the group prior to Initial Public Offering
Materiality
Group
• Overall materiality: £1,160,000
• Performance materiality: £814,000
Parent Company
• Overall materiality: £1,160,000
• Performance materiality: £814,000
Scope
Our audit procedures covered 97% of revenue, 97% of total assets
and 96% of profit before tax.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the group
and parent company financial statements of the current period
and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including
those which had the greatest effect on the overall audit strategy, the
allocation of resources in the audit and directing the efforts of the
engagement team. These matters were addressed in the context of
our audit of the group and parent company financial statements as
a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
We have determined the matters described below to be the key
audit matters to be communicated in our report.
91
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Independent Auditor’s Report continued
Revenue Recognition
Key audit matter
description
Refer to page
103 regarding the accounting policy in respect of revenue recognition and note 3 in respect of
segmental reporting and Note 3 in respect of revenue.
Revenue is a highly material balance for The Beauty Tech Group plc and represents a key measure of financial
performance. Although the underlying mechanics of revenue recognition are not complex, the area required
significant auditor attention due to its materiality, the inherent fraud risk, the presence of multiple revenue streams,
in consumer and wholesale, as well as the judgement applied in the deferred income assessment at year end in
respect of customer orders despatched prior to the year-end which had yet to be delivered to customers.
How the matter was
addressed in the audit
The appropriateness of revenue recognition policies was considered based on the requirements of IFRS 15 ‘Revenue
from Contracts with Customers’, and the nature and contractual terms of sales made by Group. We considered
consignment arrangements and whether these have been accounted for appropriately in line with IFRS 15.
Data analytics techniques were used to test both consumer and wholesale sales made in the year to evidence the
valuation and occurrence of recorded revenue. The data analytic techniques are used to assess the expected sales
cycle and highlight any transactions outside of this cycle. The audit team tested any transactions outside the expected
sales cycle to supporting documentation, with reliability of data testing used to support the analytics testing.
The cut off of revenue recognised in the year was considered by selecting a sample of sales transactions close
to the period end and obtaining evidence for the timing of delivery of these sales in accordance with the revenue
recognition policy of the group. We assessed management’s deferred income calculation by evaluating and
corroborating the key assumptions used and independently recalculating the year end deferred income position.
Key observations Our procedures did not identify any material matters.
Reorganisation of the Group Prior to the Initial Public Offering
Key audit matter
description
Refer to page
110 regarding the accounting policy in respect of the reorganisation of the Group and critical
judgement and estimate in respect to the accounting policy on page
110.
During the year, the Group reorganised its legal structure ahead of its IPO, involving the incorporation of The Beauty
Tech Group plc
.
The reorganisation included share-for-share exchanges, capital reclassifications and reductions,
the settlement of loan notes, and the issuance of new shares as part of the IPO.
Accounting for this transaction is non-routine and has a pervasive impact on the Group’s equity structure, reserves
and financial statement presentation.
Management exercised judgement in concluding that the transactions represented a common-control
reorganisation and were therefore outside the scope of IFRS 3
Business Combinations
, determining an accounting
policy under IAS 8 to apply a merger-accounting approach. Further judgement was applied in assessing the
application of merger relief, presentation of reserves and the comparative information reflected. Given the scale,
complexity and judgement involved, this was one of the matters of most significance in our audit.
How the matter was
addressed in the audit
Our procedures included evaluating management’s assessment that the reorganisation was a common-control
transaction and therefore outside the scope of IFRS 3
Business Combinations
. We assessed the appropriateness of
the Group’s accounting policy choice under IAS 8 and whether the application of a book-value approach adopted by
management was reasonable and applied appropriately.
We inspected legal documentation relating to the incorporation of The Beauty Tech Group plc, share-for-share
exchanges, capital reduction, loan note assumption and settlement, and the IPO issuance. We assessed and
corroborated whether the legal steps had been appropriately reflected in equity and reserves.
We evaluated the presentation of comparative information and assessed whether disclosures adequately
described the nature and financial reporting impact of the reorganisation.
Key observations Our procedures did not identify any material matters.
92
The Beauty Tech Group plc Annual Report 2025
Our Application of Materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of
our audit procedures. When evaluating whether the effects of misstatements, both individually and on the financial statements as a
whole, could reasonably influence the economic decisions of the users we take into account the qualitative nature and the size of the
misstatements. Based on our professional judgement, we determined materiality as follows:
Group Parent company
Overall materiality £1,160,000 £1,160,000
Basis for determining overall
materiality
5% of adjusted profit before tax Equivalent to 0.4% of total assets (capped at
group materiality)
Rationale for benchmark applied The metric used to determine materiality was
normalised profit before tax, after adjusting for
certain items which do not, in our professional
judgement represent the normal continuing
operations of the group. These items are
disclosed as exceptional items
(refer to Note 5 on
page
113)
and relate primarily tothe costs in
respect of the IPO process.
In our professional judgement we consider total
assets to be the most appropriate measure given
the company is primarily aholding company for
the group.
Performance materiality £814,000 £814,000
Basis for determining performance
materiality
70% of overall materiality
We set performance materiality at a level
lower than overall materiality for the financial
statements as a whole to reduce to an
appropriately low level the probability that,
in aggregate, uncorrected and undetected
misstatements exceed overall materiality.
70% of overall materiality
We set performance materiality at a level
lower than overall materiality for the financial
statements as a whole to reduce to an
appropriately low level the probability that,
in aggregate, uncorrected and undetected
misstatements exceed overall materiality.
Reporting of misstatements to the
Audit and Risk Committee
Misstatements in excess of £58,100 and
misstatements below that threshold that, in our
view, warranted reporting on qualitative grounds.
Misstatements in excess of £58,100 and
misstatements below that threshold that, in our
view, warranted reporting on qualitative grounds.
Independent Auditor’s Report continued
93
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
An Overview of the Scope of Our Audit
Our audit approach was based on a thorough understanding of the
Group’s business and is risk based, and in particular included:
• Evaluation of identified components to assess the significance of
each component and to determine the planned audit response
based on a measure of materiality. This included significance
as a percentage of the Group’s revenue, total assets and profit
before tax.
• For those components that were evaluated as significant or
likely to include significant risks, either full-scope or specified
audit procedures were undertaken based on their relative
materiality to the Group and our assessment of the audit risk.
• For components requiring a full-scope approach, we evaluated
controls over the financial reporting systems identified as part
of our risk assessment and addressed critical accounting
matters. Substantive testing was performed on significant
classes of transactions and balances, and other material
balances, determined during the Group scoping exercise.
• Full scope audit procedures have been performed by the
group auditor on the financial statements of The Beauty Tech
Group plc, and on the financial information of the main trading
component The Beauty Tech Group Trading Limited.
• In addition, specified audit procedures were performed on
three other components.
• Our audit work at the components were planned and
performed at levels of materiality applicable to each individual
component which were lower than Group materiality and
ranged from £145,000 to £1.1m.
• At the Group level we also tested the consolidation process
and carried out analytical procedures to confirm our
conclusion that there were no significant risks of material
misstatement of the aggregated financial information of the
remaining components not subject to audit or audit of specified
account balances.
• All audit work for the purpose of expressing an opinion on the
Group’s financial statements was performed by the Group
audit team as the accounting records are held centrally, with
the exception of inventory counts which were performed by
local country RSM audit teams under the direction of the Group
audit team.
• The operations that were subject to full-scope audit
procedures made up of 92% of consolidated revenues, 89% of
total assets and 90% of profit before tax; and
• The operations that were subject to specified audit procedures
made up of 5% consolidated revenues, 8% of total assets and
6% of profit before tax,
The coverage achieved by our audit procedures was:
Total assets
89%
8%
Profit before tax
90%
6%
Revenue
92%
5%
Independent Auditor’s Report continued
Full scope
Specific audit procedures
94
The Beauty Tech Group plc Annual Report 2025
Conclusions Relating to Going Concern
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our
evaluation of the directors’ assessment of the group’s and parent
company’s ability to continue to adopt the going concern basis of
accounting included:
• Obtaining and understanding of management’s going concern
models, discussing key assumptions with management and
assessing whether those assumptions were consistent with
those applied elsewhere.
• Checking the mathematical accuracy of management’s
cashflow models and agreeing opening balances to
31December 2025 actual figures.
• Comparing forecast sales with recent historical information
and considering the accuracy of historic forecasting.
• Considering post year-end sales patterns to assess whether
they were consistent with those assumed in the base model.
• Critically assessing and testing management’s sensitivity
analysis and performing our own analysis based on further
sensitising of the models to take account of the reasonably
possible scenarios that could arise from the risks identified.
• Reviewing agreements and correspondence relating to the
availability of financing arrangements.
• Reviewing any significant events subsequent to the balance
sheet date impacting liquidity and assessing the impact on
available cash headroom.
• Evaluating the Group’s disclosures on going concern against
the requirements of IAS 1 ‘Presentation of Financial Statements.’
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
group’s or the parent company’s ability to continue as a going
concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In relation to the entity reporting on how they have applied the UK
Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the directors’ statement in the
financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of
this report.
Other Information
The other information comprises the information included in the
annual report other than the financial statements and our auditor’s
report thereon. The directors are responsible for the other
information contained within the annual report. Our opinion on the
financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do
not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in
the course of the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or
apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on Other Matters Prescribed
by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the
audit:
• the information given in the Strategic Report and the Directors’
Report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• the Strategic Report and the Directors’ Report have been
prepared in accordance with applicable legal requirements.
Independent Auditor’s Report continued
95
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Matters on Which We Are Required to
Report by Exception
In the light of the knowledge and understanding of the group and
the parent company and their environment obtained in the course
of the audit, we have not identified material misstatements in the
Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
• adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the parent company financial statements and the part of
the directors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law
are not made; or
• we have not received all the information and explanations we
require for our audit.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going
concern, longer-term viability and that part of the Corporate
Governance Statement relating to the parent company’s
compliance with the provisions of the UK Corporate Governance
Code specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
• Directors’ statement with regards the appropriateness of
adopting the going concern basis of accounting and any
material uncertainties identified set out on page
88.
• Directors’ explanation as to their assessment of the group’s
prospects, the period this assessment covers and why the
period is appropriate set out on pages
22 to 23.
• Directors’ statement on whether it has a reasonable
expectation that the group will be able to continue in operation
and meets its liabilities set out on page
22.
• Directors’ statement on fair, balanced and understandable set
out on page
88.
• Board’s confirmation that it has carried out a robust assessment
of the emerging and principal risks set out on pages
18 to 21.
• Section of the annual report that describes the review of
effectiveness of risk management and internal control systems
set out on page
56; and,
• Section describing the work of the Audit and Risk Committee
set out on pages
61 to 68.
Responsibilities of Directors
As explained more fully in the directors’ responsibilities statement set
out on page
88, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors determine
is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible
for assessing the group’s and the parent company’s ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group
or the parent company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s Responsibilities for the Audit of
the Financial Statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
The Extent to Which the Audit Was
Considered Capable of Detecting
Irregularities, Including Fraud
Irregularities are instances of non-compliance with laws and
regulations. The objectives of our audit are to obtain sufficient
appropriate audit evidence regarding compliance with laws and
regulations that have a direct effect on the determination of material
amounts and disclosures in the financial statements, to perform
audit procedures to help identify instances of non-compliance with
other laws and regulations that may have a material effect on the
financial statements, and to respond appropriately to identified or
suspected non-compliance with laws and regulations identified
during the audit.
In relation to fraud, the objectives of our audit are to identify
and assess the risk of material misstatement of the financial
statements due to fraud, to obtain sufficient appropriate audit
evidence regarding the assessed risks of material misstatement
due to fraud through designing and implementing appropriate
responses and to respond appropriately to fraud or suspected
fraud identified during the audit.
Independent Auditor’s Report continued
96
The Beauty Tech Group plc Annual Report 2025
However, it is the primary responsibility of management, with
the oversight of those charged with governance, to ensure that
the entity’s operations are conducted in accordance with the
provisions of laws and regulations and for the prevention and
detection of fraud.
In identifying and assessing risks of material misstatement
in respect of irregularities, including fraud, the group audit
engagement team:
• obtained an understanding of the nature of the industry and
sector, including the legal and regulatory framework that the
group and parent company operate in and how the group and
parent company are complying with the legal and regulatory
framework.
• inquired of management, and those charged with governance,
about their own identification and assessment of the risks of
irregularities, including any known actual, suspected or alleged
instances of fraud.
• discussed matters about non-compliance with laws and
regulations and how fraud might occur including assessment
of how and where the financial statements may be susceptible
to fraud, having obtained an understanding of the overall
control environment.
The most significant laws and regulations were determined as
follows, UK-adopted International Accounting Standards and
FRS101, Companies Act 2006, Financial Conduct Authority
regulations (including the Listing Rules) and tax legislation.
In addition, the Group is subject to other laws and regulations
which do not have a direct effect on the financial statements but
compliance with may be fundamental to the Group’s ability to
operate or to avoid material penalties. We identified the following
areas as those most likely to have such an effect; competition and
anti-bribery laws, data protection, employment, FDA Regulations,
environmental and health and safety regulations.
In response to the above, audit procedures performed by the audit
engagement team included:
• Reviewing financial statement disclosures and testing
to supporting documentation to assess compliance with
provisions of relevant laws and regulations described as
having a direct effect on the financial statements.
• Enquiring of management, the Audit and Risk Committee
and in-house legal counsel concerning actual and potential
litigation and claims;
• Reading minutes of meetings to those charged with governance
and correspondence with the group’s external tax advisors.
The areas that we identified as being susceptible to material
misstatement due to fraud were:
Risk
Audit procedures performed by the audit
engagement team:
Revenue
recognition
Transactions posted to nominal ledger
codes outside of the normal revenue cycle
were identified using a data analytic tool and
investigated.
Management
override of
controls
Testing the appropriateness of journal entries
and other adjustments based on a risk
criterion and comparing the identified entries
to supporting documentation.
Assessing whether the judgements made in
making accounting estimates are indicative of
a potential bias; and
Evaluating the business rationale of any
significant transactions that are unusual or
outside the normal course of business. Please
see the Key Audit Matter raised on
page
91, for our work performed on the
group restructure and testing of IPO costs
disclosed as exceptional.
A further description of our responsibilities for the audit of the
financial statements is located on the Financial Reporting Council’s
website at: http://www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Other Matters Which We Are Required
to Address
Following the recommendation of the audit committee, we were
appointed by Audit and Risk Committee on 25 September 2025 to
audit the financial statements for the period ending 31 December
2025 and subsequent financial periods.
The period of total uninterrupted consecutive appointments is one
year, covering the period ended 31 December 2025.
We identified during our audit that indirect tax services had been
provided by a network firm to a subsidiary of The Beauty Tech
Group plc between 3 October 2025 and 11 October 2025. These
services are prohibited by the FRC’s Revised Ethical Standard
2019 and were terminated as soon as they were identified.
Independent Auditor’s Report continued
97
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
We have reassessed our independence and concluded that it was
not compromised due to the financial significance to the group, the
assessed risk of material misstatement and the quantum of fee
charged that totalled $275 Australian Dollars.
The inadvertent breach was also discussed with the Audit and
Risk Committee who also concluded that, in their view, our
independence was not compromised.
Other than this matter the non-audit services prohibited by the
FRC’s Ethical Standard were not provided to the group or the
parent company and in our view, we remain independent of the
group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the
Audit and Risk Committee in accordance with ISAs (UK).
Use of Our Report
This report is made solely to the company’s members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might
state to the company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company and the
company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure
Guidance and Transparency Rules, these financial statements
willform part of the Annual Financial Report prepared in
ExtensibleHypertext Markup Language (XHTML) format
and filed on the National Storage Mechanism of the UK FCA.
This auditor’s report provides no assurance over whether the
annual financial report has been prepared in XHTML format.
Alastair John Richard Nuttall
(Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP , Statutory Auditor
Chartered Accountants
Landmark
St Peter’s Square
1 Oxford Street
Manchester
M1 4PB
15 April 2026
Independent Auditor’s Report continued
98
The Beauty Tech Group plc Annual Report 2025
Consolidated Statement of Profit and
Loss and Other Comprehensive Income
Note | Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | ||
| £’000 | (Restated) | ||
| £’000 | |||
Revenue | 3 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Administrative expenses | 4 | ( | ( |
Share-based payment expense | 31 | ( | ( |
Exceptional administrative expenses | 5 | ( | ( |
Other operating income | 6 | ||
Operating (loss)/profit | |||
(Loss)/gain included in fair value on remeasurement of contingent consideration | 21 | ( | |
Fair value gain on foreign exchange forward contracts | 25 | ||
Interest receivable | |||
Finance costs | 8 | ( | ( |
(Loss)/profit before tax | |||
Tax credit/(charge) on profit | 9 | ( | ( |
(Loss)/profit for the period/year | |||
| Other comprehensive expense: | |||
Foreign exchange losses | ( | ( | |
Other comprehensive expense, net of tax | ( | ( | |
Total comprehensive (loss)/profit for the period/year | |||
| Earnings per share | |||
Basic EPS | 10 | £ | £ |
Diluted EPS | 10 | £ | £ |
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.
99
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Consolidated Statement
of Financial Position
As at 31 December 2025
Note | 31 December 2025 | 31 December 2024 | 31 December 2023 | |
| £’000 | (Restated) | (Restated) | ||
| £’000 | £’000 | |||
| Assets | ||||
| Non-current assets | ||||
Property, plant and equipment | 11 | |||
Right-of-use assets | 12 | |||
Intangible assets | 13 | |||
Deferred tax assets | 22 | |||
Total non-current assets | ||||
| Current assets | ||||
Inventories | 15 | |||
Trade and other receivables | 16 | |||
Cash and cash equivalents | 30 | |||
Total current assets | ||||
Total assets | ||||
| Liabilities and Equity | ||||
| Current liabilities | ||||
Trade and other payables | 17 | |||
Lease liabilities | 18 | |||
Tax liability | ||||
Borrowings | 19 | |||
Provisions | 20 | |||
Total current liabilities | ||||
| Non-current liabilities | ||||
Lease liabilities | 18 | |||
Borrowings | 19 | |||
Contingent consideration | 21 | |||
Deferred tax liabilities | 22 | |||
Total non-current liabilities | ||||
Total liabilities | ||||
Net assets | ||||
| Equity | ||||
Share capital | 23 | |||
Share premium | 24 | |||
Foreign currency translation reserve | 24 | ( | ( | ( |
Share-based payment reserve | 24 | |||
Capital contribution reserve | 24 | |||
Capital redemption reserve | 24 | |||
Merger reserve | 24 | ( | ( | ( |
Treasury shares | 24 | ( | ||
Retained earnings | 24 | ( | ( | |
Total equity |
The notes on pages
102 to 139 form part of these Financial Statements.
100
The Beauty Tech Group plc Annual Report 2025
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
Note | Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | ||
| £’000 | (Restated) | ||
| £’000 | |||
| Cash flows from operating activities | |||
(Loss)/profit for the period/year | |||
| Adjustments for: | |||
Depreciation of property, plant and equipment | 11 | ||
Amortisation of right of use assets | 12 | ||
Amortisation of intangible assets | 13 | ||
Impairment loss on goodwill | 13 | ||
Loss on disposal of intangible assets | |||
Share-based payment expense | 31 | ||
Fair value gain on foreign exchange forward contracts | 25 | ( | |
Finance costs | 8 | ||
Foreign exchange loss/(gain) | |||
Interest paid on borrowings | ( | ( | |
Taxation | 9 | ||
Increase in inventories | ( | ( | |
(Increase)/decrease in trade and other receivables | ( | ( | |
Increase/(decrease) in trade and other payables | |||
Increase in provisions | |||
Cash generated from operations | |||
Taxation paid | ( | ( | |
Net cash flows from operating activities | |||
| Cash flows from investing activities | |||
Purchases of property, plant and equipment | 11 | ( | ( |
Purchase of intangible assets | 13 | ( | ( |
Advances to Directors | ( | ||
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Issue of ordinary shares | |||
Repayments of lease liabilities | 18 | ( | ( |
Interest paid on lease liabilities | 8 | ( | ( |
Drawdown of bank loans | 19 | ||
Share issue costs on shares issued on IPO | ( | ||
Repayment of bank loans | ( | ( | |
Net cash flows from/(used in) financing activities | ( | ||
Net increase in cash and cash equivalents | |||
Cash and cash equivalents at beginning of year | |||
Foreign exchange (losses)/gains | ( | ( | |
Cash and cash equivalents at end of year |
101
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Consolidated Statement
of Changes in Equity
For the year ended 31 December 2025
| Foreign | ||||||||||
| Share | currency | Share-based | Capital | Capital | Retained | |||||
| Share | premium | translation | payment | contribution | redemption | Merger | Treasury | earnings | Total | |
| capital | account | reserve | reserve | reserve | reserve | reserve | shares | equity | ||
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
At 1 January 2024 | ( | ( | ( | |||||||
| Comprehensive income for the year | ||||||||||
Profit for the year | ||||||||||
Other comprehensive loss | ( | ( | ||||||||
Total comprehensive income for the year | ( | |||||||||
Share-based payment | ||||||||||
Issuance of shares, reorganisation | ( | |||||||||
At 31 December 2024 | ( | ( | ( | |||||||
| Comprehensive income for the year | ||||||||||
Profit for the year | ||||||||||
Other comprehensive income | ( | ( | ||||||||
Total comprehensive income for the year | ( | |||||||||
| Contributions by and distributions | ||||||||||
| to owners | ||||||||||
Share-based payment | ||||||||||
Issuance of shares, reorganisation | ( | ( | ||||||||
| Issuance of shares, initial public | ||||||||||
| offering | ||||||||||
Transfer on related exit event | ( | |||||||||
At | ( | ( | ( |
102
The Beauty Tech Group plc Annual Report 2025
Notes to the Consolidated
Financial Statements
For the year ended 31 December 2025
1. Material Accounting Policies
103
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Notes to the Consolidated Financial Statements continued
104
The Beauty Tech Group plc Annual Report 2025
Notes to the Consolidated Financial Statements continued
105
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Notes to the Consolidated Financial Statements continued
106
The Beauty Tech Group plc Annual Report 2025
Notes to the Consolidated Financial Statements continued
107
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Notes to the Consolidated Financial Statements continued
108
The Beauty Tech Group plc Annual Report 2025
Notes to the Consolidated Financial Statements continued
109
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
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
Expenditure incurred on internal development projects is
capitalised as an intangible asset to the extent that the technical,
commercial and financial feasibility can be demonstrated by the
Group. Estimates of the amount of the internal staff development
time allocated to each project are reviewed on an ongoing basis by
the Directors.
Determination of lease terms
Management calculated the lease term for each lease to be from
the date of initial application (being the date of incorporation of the
Topco) or the lease commencement date for leases signed after
the incorporation date, to the agreed lease expiration date as stated
within the signed lease agreements. Management is not reasonably
certain that the leases will be extended past these dates.
Identification of separable intangible assets on business
acquisitions
The Group exercises critical judgement in identifying separable
intangible assets during business acquisitions, which involves
Notes to the Consolidated Financial Statements continued
110
The Beauty Tech Group plc Annual Report 2025
determining whether intangible assets can be separated from
the acquired entity or arise from contractual or other 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 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.
Notes to the Consolidated Financial Statements continued
111
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Notes to the Consolidated Financial Statements continued
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 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 | |
| £’000 | £’000 | Party | £’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 consideration | (289) | ||||
| Fair value gain on foreign exchange forward | - | ||||
| contracts | |||||
Interest receivable | 93 | ||||
Finance costs | (6,807) | ||||
Profit before tax | 15,240 |
112
The Beauty Tech Group plc Annual Report 2025
Notes to the Consolidated Financial Statements continued
Year Ended 31 December 2024
| CurrentBody | Tria | Third Party | ZIIP | Total | |
| £’000 | £’000 | £’000 | £’000 | (Restated) | |
| £’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 consideration | 1,135 | ||||
| Fair value gain on foreign exchange forward | 112 | ||||
| contracts | |||||
Finance costs | (8,631) | ||||
Profit before tax | 5,148 |
| Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | |
| Revenue by geographical location: | ||
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 |
140,960 | 101,124 |
4. Expenses by Nature
| Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’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 |
113
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
| Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | |
Deal fees | 7,518 | 1,275 |
Staff redundancy costs | 64 | - |
Legal disputes | 412 | 270 |
Office relocation costs | 27 | - |
8,021 | 1,545 |
| Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | |
Sundry income | 714 | 23 |
7. Employee Benefit Expenses
The aggregate employee benefit expenses were as follows:
| Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | |
Wages and salaries | 10,412 | 10,193 |
Social security costs | 1,565 | 1,297 |
Costs of defined contribution scheme | 244 | 243 |
Share-based payment expense (Note 31) | 1,533 | 836 |
13,754 | 12,569 |
The payroll costs disclosed above include staff costs relating to the development of software of £2,343k (2024: £1,858k) which were
capitalised in intangible assets.
Notes to the Consolidated Financial Statements continued
114
The Beauty Tech Group plc Annual Report 2025
The average number of employees was as follows:
| Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | |
| Number | Number | |
Marketing | 76 | 80 |
Customer service | 26 | 31 |
Developmental | 6 | 4 |
Finance | 14 | 11 |
Operational | 114 | 77 |
Directors | 5 | 8 |
211 |
Further information on Directors’ remuneration is provided in the Remuneration Report on page 81.
| Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’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 |
6,807 | 8,631 |
9. Taxation
| Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | |
| UK corporation tax | ||
Current tax on income for the period | 5,768 | 4,050 |
Adjustment in respect of prior period | (130) | 17 |
Foreign tax | – | 133 |
Total current tax | 5,638 | 4,200 |
| Deferred tax | ||
Origination and reversal of temporary timing differences | (412) | (757) |
Adjustment in respect of prior period | 85 | 4 |
Total deferred tax | (327) | (753) |
Tax (credit)/charge on loss | 5,311 | 3,447 |
Notes to the Consolidated Financial Statements continued
115
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
The reasons for the difference between the actual tax (credit)/charge for the period/year and the standard rate of corporation tax applied
to profits for the year are as follows:
| Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | |
(Loss)/profit before tax | 15,240 | 5,148 |
Corporation tax at standard rate of 25% | 3,810 | 1,287 |
| Effects of: | ||
Expenses not deductible for tax purposes | 1,498 | 3,214 |
Income not taxable | - | (964) |
Research and development tax credit | - | - |
Remeasurement of deferred tax for changes in tax rates | - | - |
Fixed asset differences | 37 | 95 |
Adjustments in respect of prior years | 4 | 21 |
Deferred tax not recognised | (38) | (206) |
Changes in tax rate | - | - |
Total tax (credit)/charge for the period | 5,311 | 3,447 |
10. Earnings Per Share
| Year to | Year to | |
| 31 December 2025 | 31 December 2024 | |
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 (see Note 1.3).
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 to | Year to | |
| 31 December 2025 | 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 |
Notes to the Consolidated Financial Statements continued
116
The Beauty Tech Group plc Annual Report 2025
11. Property, Plant and Equipment
| Leasehold | Plant and | Fixtures and | Computer | Assets under | ||
| improvements | Equipment | Fittings | Equipment | construction | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Cost | ||||||
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 | 1,021 | 267 | - | 3,817 |
| 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 | 866 | 167 | - | 3,402 |
At 31 December 2024 | 57 | 4 | 384 | 156 | 767 | 1,368 |
Notes to the Consolidated Financial Statements continued
117
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
12. 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 |
Notes to the Consolidated Financial Statements continued
118
The Beauty Tech Group plc Annual Report 2025
| Patents and | Product | Website | Intellectual | ||||
| Goodwill | licences | development | cost | property | Brand | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Cost | |||||||
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 | - | 10 | 1,061 | 616 | 214 | 1,948 | 3,849 |
| for the period | |||||||
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 | - | 24 | 1,635 | 730 | 214 | 2,148 | 4,751 |
| for the period | |||||||
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 | 34,018 | 104 | 2,371 | 2,210 | 499 | 14,416 | 53,618 |
| 2024 |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | |
The Beauty Tech Group Limited | 26,957 | 26,957 |
ZIIP Inc. | 3,327 | 3,327 |
The Beauty Tech Group TBTG PTE (formerly CBT At-Home Beauty Holdings PTE) | 3,734 | 3,734 |
34,018 | 34,018 |
Notes to the Consolidated Financial Statements continued
119
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
14. Investments
| Proportion of ownership interest | |||
| Country of incorporation and | Class of | and voting rights held by the Group | |
| Name of subsidiary | principal place of business | Share | 31 December 2025 |
Project Glow Topco Limited | United Kingdom (1) | Ordinary | 100% |
eComplete SPV Limited | United Kingdom (1) | Ordinary | 100% |
Project Glow Midco Limited | United Kingdom (1) | Ordinary | 100% |
Project Glow Bidco Limited* | United Kingdom (1) | Ordinary | 100% |
The Beauty Tech Group Trading Limited* | United Kingdom (1) | Ordinary | 100% |
Aesthete Holding Corporation* | USA (2) | Ordinary | 100% |
Beauty Tech Group Inc.* | USA (3) | Ordinary | 100% |
The Beauty Tech Group B.V (formerly Currentbody B.V)* | Netherlands (4) | Ordinary | 100% |
The Beauty Tech Group LLC (formerly Currentbody LLC)* | USA (5) | Ordinary | 100% |
The Beauty Tech Group HK Limited (HK)* | Hong Kong (6) | Ordinary | 100% |
| The Beauty Tech Group TBTG PTE (formerly | Singapore (7) | Ordinary | 100% |
| CBT At-Home Beauty Holdings PTE)* | |||
| The Beauty Tech Group (Shanghai) Ltd (formerly | China (8) | Ordinary | 100% |
| CBT At-Home Beauty (Shanghai) Ltd)* | |||
The Beauty Tech Group Japan Godo Kaisha* | Japan (9) | Ordinary | 100% |
CURRENTBODY SKIN LTD* | United Kingdom (1) | Ordinary | 100% |
Tria Laser Inc* | USA (2) | Ordinary | 100% |
Currentbody UK Limited* | United Kingdom (1) | Ordinary | 100% |
Beauty Tech Group India Private Limited* | India (10) | Ordinary | 100% |
Notes to the Consolidated Financial Statements continued
120
The Beauty Tech Group plc Annual Report 2025
15. Inventories
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | |
Raw materials and consumables | 1,476 | 1,852 |
Finished goods and goods for resale | 17,736 | 15,226 |
19,212 | 17,078 |
Inventory provisions netted from gross inventory were £2,276k for the year to 31 December 2025 (2024: £1,552k).
16. Trade and Other Receivables
| 31 December 2025 | 31 December 2024 | |
| £’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 forward contracts (Note 25) | - | 112 |
Other receivables | 9,899 | 11,391 |
Prepayments | 1,498 | 1,336 |
Total trade and other receivables | 18,190 | 16,630 |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’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 trade and other payables | 32,661 | 20,992 |
Notes to the Consolidated Financial Statements continued
121
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
18. Lease Liabilities
| 2025 | 2024 | |
| £’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 |
Maturity Analysis
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.
| 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 |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | |
| Amounts falling due within 1 year: | ||
Bank loans | - | 71 |
- | 71 | |
| Amounts falling due within 2 – 5 years: | ||
Bank loans | - | 11,515 |
Loan notes | - | 30,026 |
- | 41,541 | |
- | 41,612 |
Notes to the Consolidated Financial Statements continued
122
The Beauty Tech Group plc Annual Report 2025
20. 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.
Notes to the Consolidated Financial Statements continued
123
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
21. Contingent Consideration
The movement for the contingent consideration is as follows:
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’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 includes £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. Details for each contingent consideration is disclosed in
Note 27.
| Liability | |
| £’000 | |
At 31 December 2024 | (3,554) |
Credited to profit or loss | 329 |
At 31 December 2025 | (3,225) |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | |
| Asset | ||
Accelerated capital allowances | 351 | 78 |
Other temporary and deductible differences | 975 | 206 |
1,326 | 284 | |
| Liability | ||
Accelerated capital allowances | (4,551) | (3,838) |
Other temporary and deductible differences | - | - |
(4,551) | (3,838) | |
Net liability | (3,225) | (3,554) |
Notes to the Consolidated Financial Statements continued
124
The Beauty Tech Group plc Annual Report 2025
| 31 December 2025 | 31 December 2024 | |
| Number | Number | |
| Shares classified as equity | ||
| Authorised, allotted, issued and fully paid: | ||
Ordinary shares of £0.10 each | 110,701,107 | 87,900,827 |
110,701,107 | 87,900,827 | |
£’000 | £’000 | |
| Authorised, allotted, issued and fully paid: | ||
Ordinary shares of £0.10 each | 11,070 | 8,790 |
11,070 | 8,790 |
Notes to the Consolidated Financial Statements continued
125
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
| Financial assets – Amortised cost 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | |
Net trade receivables | 6,793 | 3,763 |
Amounts owed by joint ventures | - | - |
Amounts owed by related parties | - | 28 |
Other receivables | 9,899 | 4,679 |
Cash and cash equivalents | 40,796 | 14,538 |
Total financial assets held at amortised cost | 57,488 | 23,008 |
Notes to the Consolidated Financial Statements continued
126
The Beauty Tech Group plc Annual Report 2025
Financial liabilities - Amortised cost | 31 December 2025 | 31 December 2024 |
| £’000 | £’000 | |
Trade payables | 10,680 | 10,952 |
Other payables | 3,358 | 540 |
Accrued expenses | 12,508 | 5,454 |
Bank loans | - | 11,586 |
Lease liabilities | 3,899 | 2,050 |
Loan notes | - | 30,026 |
Preference shares | - | 31,284 |
Total financial liabilities held at amortised cost | 30,445 | 91,892 |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | |
| Financial assets/(liabilities) measured at fair value | ||
| (Level 2: significant observable inputs) | ||
Foreign exchange forward contracts | - | 112 |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | |
| Financial liabilities measured at fair value | ||
| (Level 2: significant unobservable inputs) | ||
Foreign exchange forward contracts | 2 | - |
| (Level 3: significant unobservable inputs) | ||
Contingent consideration | 1,650 | 2,620 |
Notes to the Consolidated Financial Statements continued
127
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Notes to the Consolidated Financial Statements continued
128
The Beauty Tech Group plc Annual Report 2025
| Impact on loss after tax and net assets Year ended | Year ended | |
| 31 December | 31 December | |
| 2025 | 2024 | |
| £’000 | £’000 | |
Increase | - | (101) |
Decrease | - | 101 |
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | |
GBP – net assets / (liabilities) | 52,866 | (15,146) |
EUR – net assets / (liabilities) | 6,281 | 5,059 |
USD – net assets / (liabilities) | 27,299 | 4,269 |
Others – net assets / (liabilities) | 3,479 | 2,804 |
89,925 | (3,014) |
Group reported profit | Group reported reserves | |||
| 10% strengthening of functional currency | 2024 | |||
| 2025 | (Restated) | 2025 | 2024 | |
| £’000 | £’000 | £’000 | £’000 | |
GBP – net (liabilities) / assets | (2,916) | (879) | (3,706) | (1,213) |
EUR – net assets / (liabilities) | 569 | 472 | 628 | 506 |
USD – net assets / (liabilities) | 2,093 | 349 | 2,730 | 427 |
Others – net assets / (liabilities) | 254 | 58 | 348 | 280 |
Notes to the Consolidated Financial Statements continued
129
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
| 10% weakening of functional currency | 31 December 2024 | |||
| 31 December 2025 | (Restated) | 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | £’000 | £’000 | |
GBP – net assets / (liabilities) | 2,916 | 879 | 3,706 | 1,213 |
EUR – net (liabilities) / assets | (569) | (472) | (628) | (506) |
USD – net (liabilities) / assets | (2,093) | (349) | (2,730) | (427) |
Others – net (liabilities) / assets | (254) | (58) | (348) | (280) |
| 31 December 2025 | Due within | Due between | Due more | |
| 1 year | 1 and 5 years | than 5 years | Total | |
| £’000 | £’000 | £’000 | £’000 | |
Trade payables | 10,680 | - | - | 10,680 |
Other payables | 9,469 | - | - | 9,469 |
Accrued expenses | 12,508 | - | - | 12,508 |
Contingent consideration | - | 1,650 | - | 1,650 |
Bank loans | - | - | - | - |
Lease liabilities | 721 | 2,731 | 2,213 | 5,665 |
Loans notes | - | - | - | - |
Preference shares | - | - | - | - |
33,378 | 4,381 | 2,213 | 39,972 |
| 31 December 2024 | Due within | Due between | Due more | |
| 1 year | 1 and 5 years | than 5 years | Total | |
| £’000 | £’000 | £’000 | £’000 | |
Trade payables | 10,952 | - | - | 10,952 |
Other payables | 540 | - | - | 540 |
Accrued expenses | 5,454 | - | - | 5,454 |
Contingent consideration | - | 2,620 | - | 2,620 |
Bank loans | 11,586 | - | - | 11,586 |
Lease liabilities | 551 | 1,886 | 1,113 | 3,550 |
Loans notes | - | 30,026 | - | 30,026 |
Preference shares | - | 31,284 | - | 31,284 |
29,083 | 65,816 | 1,113 | 96,012 |
Notes to the Consolidated Financial Statements continued
130
The Beauty Tech Group plc Annual Report 2025
| 31 December 2025 | 31 December 2024 | |
| £’000 | £’000 | |
Bank loans | - | 11,586 |
Lease liabilities | 3,899 | 2,050 |
Loan notes | - | 30,026 |
Preference shares | - | - |
Net debt | 3,899 | 43,662 |
Total equity | 89,925 | 28,116 |
Notes to the Consolidated Financial Statements continued
131
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Notes to the Consolidated Financial Statements continued
132
The Beauty Tech Group plc Annual Report 2025
29. Events after the Reporting Date
There have been no events subsequent to 31 December 2025 that require adjustment to these 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 employee 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 these Financial
Statements.
Notes to the Consolidated Financial Statements continued
133
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
30. 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:
| 31 December 2025 | Lease | Non-current | Current | |
| Liabilities | borrowings | borrowings | Total | |
| £’000 | £’000 | £’000 | £’000 | |
At 1 January 2025 | 2,050 | 41,541 | 71 | 43,662 |
Cash flows | (651) | (26,556) | (71) | (27,350) |
| Non cash flows | ||||
Other movements* | 2,500 | (14,760) | - | (12,413) |
At 31 December 2025 | 3,899 | - | - | 3,899 |
| 31 December 2024 | Lease | Non-current | Current | |
| Liabilities | borrowings | borrowings | Total | |
| £’000 | £’000 | £’000 | £’000 | |
At 1 January 2024 | 1,988 | 38,299 | 4,874 | 45,161 |
Cash flows | (447) | - | (6,998) | (7,445) |
| Non cash flows | ||||
Foreign exchange | 7 | - | - | 7 |
Other movements | 502 | 3,242 | 2,195 | 5,939 |
At 31 December 2024 | 2,050 | 41,541 | 71 | 43,662 |
*Other movements relate to the new lease agreements, modification and amendments to existing lease agreements, interest accrual, foreign exchange movements
and movement from non-current borrowings to current borrowings.
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.
Notes to the Consolidated Financial Statements continued
134
The Beauty Tech Group plc Annual Report 2025
31. Share-Based Payment
During the year, share options were granted on 23 September 2025. These options were issued to directors of the Group as an 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 | No. of options awarded | Share price at grant date (£) | Exercise price (£) | Fair value at grant date (£) |
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% to 4.78%
• Volatility 44.29% to 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.
32. First Time Adoption of UK-Adopted IFRS
As stated in note 1, these are the Group’s first consolidated Financial Statements prepared in accordance with UK-adopted IFRSs.
In preparing its opening IFRS Balance Sheet, the Group has adjusted amounts reported previously in Financial Statements prepared
in accordance with its old basis of accounting (FRS 102). An explanation of how the transition from FRS 102 to UK-adopted IFRSs
has affected the Group financial position, financial performance and cash flows is set out in the following tables and the notes that
accompany the tables.
Notes to the Consolidated Financial Statements continued
135
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Statement of financial position (extract)
| As previously | ||||||
| As previously | stated under | Effect of | Post transition | |||
| stated under | Effect of | Post transition | FRS 102 | transition | under IFRS | |
| FRS 102 | transition | under IFRS | 31 December | 31 December | 31 December | |
| 1 January 2024 | 1 January 2024 | 1 January 2024 | 2024 | 2024 | 2024 | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Non-current assets | 51,748 | 7,831 | 59,579 | 47,333 | 9,759 | 57,093 |
| Current assets | ||||||
| Debtors: Amounts falling due within | ||||||
one year | 20,021 | (67) | 19,954 | 33,907 | (80) | 33,827 |
Cash | 12,021 | – | 12,021 | 14,538 | – | 14,538 |
| Current liabilities | ||||||
| Creditors: Amounts falling due within | ||||||
one year | (19,924) | (1,015) | (20,939) | (24,973) | (2,452) | (27,425) |
Total assets less current liabilities | 63,866 | 6,749 | 70,615 | 70,805 | 7,227 | 78,032 |
| Non-current liabilities | ||||||
Creditors: Amounts falling due after one year | (66,731) | (1,745) | (68,476) | (72,825) | (1,753) | (74,578) |
Deferred tax liabilities | (3,709) | (598) | (4,307) | (3,239) | (599) | (3,838) |
Provisions | (5,136) | 1,730 | (3,406) | (5,063) | 2,443 | (2,620) |
Net assets | (11,710) | 6,136 | (5,574) | (10,322) | 7,318 | (3,004) |
| Capital and reserves (retained | ||||||
earnings) | (11,710) | 6,136 | (5,574) | (10,322) | 7,318 | (3,004) |
Statement of profit and loss and other comprehensive income (extract)
| As previously | |||
| stated under | Effect of | Post transition | |
| FRS 102 | transition | under IFRS | |
| Year ended | Year ended | Year ended | |
| 31 December | 31 December | 31 December | |
| 2024 | 2024 | 2024 | |
| £’000 | £’000 | £’000 | |
Revenue | 101,124 | – | 101,124 |
Amortisation | (4,115) | 3,433 | (682) |
Operating costs | (84,510) | (3,351) | (87,861) |
Operating profit | 12,499 | 82 | 12,581 |
Fair value movements | 112 | 1,135 | 1,247 |
Finance costs | (8,592) | (39) | (8,631) |
Tax | (3,447) | – | (3,447) |
572 | 1,178 | 1,750 | |
Foreign exchanges losses through other comprehensive income | (30) | 4 | (26) |
Profit for the year and other comprehensive income | 542 | 1,182 | 1,724 |
Notes to the Consolidated Financial Statements continued
136
The Beauty Tech Group plc Annual Report 2025
| As previously | |||
| stated under | Effect of | Post transition | |
| FRS 102 | transition | under IFRS | |
| Year ended | Year ended | Year ended | |
| 31 December | 31 December | 31 December | |
| 2024 | 2024 | 2024 | |
| £’000 | £’000 | £’000 | |
| Cash flow from operating activities | |||
Profit for the year | 572 | 1,178 | 1,750 |
| Adjustments for: | |||
Depreciation and amortisation | 7,800 | (3,433) | 4,367 |
Impairment of goodwill | – | 3,600 | 3,600 |
Net finance costs | 8,592 | 39 | 8,631 |
Taxation | 3,447 | – | 3,447 |
Working capital movements | (2,434) | (960) | (3,394) |
Fair value movements | (112) | – | (112) |
Foreign exchange loss | 226 | 182 | 408 |
Share-based payment charge | 834 | 2 | 836 |
Interest paid | (2,503) | – | (2,503) |
Tax paid | (1,552) | – | (1,552) |
Net cash generated from operating activities | 14,870 | 608 | 15,478 |
Cash flows from investing activities | (7,622) | 1 | (7,621) |
Cash flows from financing activities | (4,494) | (448) | (4,942) |
Exchange impact on cash | (247) | (161) | (408) |
Net increase in cash | 2,507 | – | 2,507 |
Notes to the Consolidated Financial Statements continued
137
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
• IAS 38 Intangible Assets
Under FRS 102 the Group classified leases as either operating or finance leases. Under IFRS 16, a lease liability and right-of-use asset were
recognised. At the date of transition to IFRS, the Group applied the transitional provision and measured lease liabilities at the present value of
the remaining lease payments, discounted using the lessee’s incremental borrowing rate at the date of transition to IFRS.
Right-of-use assets were measured at the net present value of the lease liability at the beginning of the lease, adjusted by the amount of any
prepaid or accrued lease payments. Depreciation has been charged on the right of use asset and additional lease interest payable has been
incurred.
•
Contingent consideration
Under FRS 102, contingent consideration was recognised only when the payment was probable and could be reliably measured,
often leading to delayed recognition. This approach could result in adjustments to the acquisition cost and goodwill at a later stage,
once the conditions for payment were met.
IFRS 3 requires that contingent consideration be recognised at fair value at the acquisition date, irrespective of the probability of
payment. This initial recognition affects the measurement of goodwill and requires subsequent changes in fair value to be recognized
in the Consolidated Statement of Profit and Loss and Other Comprehensive Income, rather than adjusting goodwill.
33. Impact of Applying Pooling of Interests Method on IPO
On 3 October 2025, The Beauty Tech Group plc completed the acquisition of the entire share capital of eComplete SPV Limited and
Project Glow Topco Limited as part of a strategic restructuring prior to its initial public offering (“IPO”). This restructuring has been
accounted for using the pooling of interests method, reflecting the continuity of control by the existing shareholders, who owned
eComplete SPV Limited and Project Glow Topco Limited prior to these acquisitions. The pooling of interests method was selected
due to the absence of non-controlling shareholders for The Beauty Tech Group plc affected by these transactions, ensuring that the
shareholders (i.e., controlling parties) maintain a continuous interest in the business both before and after the transfer.
Under this method, the assets and liabilities of eComplete SPV Limited and Project Glow Topco Limited have been incorporated
into The Beauty Tech Group plc’s consolidated Financial Statements at their carrying amounts, without adjustments to fair value or
recognition of new assets or liabilities. This approach aligns with the accounting policies of The Beauty Tech Group plc and ensures
consistency across the group. No new goodwill has been recognised as a result of the combination, and any existing goodwill related to
the combining parties has been retained.
The Directors have made certain judgments in applying the pooling of interests method, particularly regarding the restatement of
financial information for periods prior to the combination. The Directors opted for a retrospective approach, restating prior periods
to include the total comprehensive income for all combining entities for the previous reporting period and their statement of financial
position for the previous reporting date, adjusted as necessary to achieve uniformity of accounting policies. This decision reflects the
view that the application of pooling of interests method does not conflict with the requirements of IFRS 10, as The Beauty Tech Group plc
is viewed as a continuation from the controlling parties’ perspective and there has been no change in ultimate control pursuant to the
acquisition of eComplete SPV Limited and Project Glow Topco Limited.
Furthermore, the carrying amounts of assets acquired and liabilities assumed are based on the financial information available for eComplete
SPV Limited and the group headed by Project Glow Topco Limited as of the beginning of the earliest period presented, i.e., 1 January 2024,
with necessary IFRS adjustments made. This ensures the application of uniform accounting policies across the group. The Directors have
retained the pre-acquisition equity reserves and history, reflecting the continuity of the combining entities and their equity composition.
This accounting policy is applied in line with the guidance under IAS 8, providing relevant and reliable information for stakeholders and
ensuring transparency in The Beauty Tech Group plc’s financial reporting.
The effect of transition on non-current creditors reflects the reclassification of preference shares from financial liabilities to equity. Under
the pre-IPO group structure headed by Project Glow Topco Limited, A, B and C Preference shares with a total principal value of £235k and
accrued cumulative dividends were classified as financial liabilities in accordance with IAS 32, as the instruments carried a mandatory
redemption date (26 October 2027) and a fixed cumulative dividend rate of 10% per annum.
On 3 October 2025, all preference shares were reorganised into Ordinary shares and deferred shares of Project Glow Topco Limited as part
of the IPO restructuring. The deferred shares were subsequently cancelled via a solvency statement capital reduction under section 641
of the Companies Act 2006. The accrued cumulative dividend balance was reclassified to the capital contribution reserve as a contribution
from shareholders, as the holders were Shareholders acting in that capacity.
Notes to the Consolidated Financial Statements continued
138
The Beauty Tech Group plc Annual Report 2025
Under the pooling of interests method, the Directors have exercised judgement to present these instruments as equity (within the capital
contribution reserve) in all restated prior periods, reflecting the continuity of the Shareholders’ economic interest and the conversion of
these instruments into ordinary equity of the combined group.
The preference share balances reclassified from financial liabilities to equity were:
| 1 January | 31 December | |
| 2024 | 2024 | |
| £’000 | £’000 | |
Preference shares - eComplete SPV | 13,549 | 14,908 |
Preference shares - Management | 6,078 | 6,571 |
Preference shares - Thakral | 2,849 | 3,135 |
Preference shares - NVM | 6,061 | 6,824 |
eComplete SPV operating adjustments | (105) | (154) |
Total transition effect on non-current creditors | 28,432 | 31,284 |
The increase of £2,852k represents the cumulative preference dividend accrued during the year ended 31 December 2024, which under
the pooling of interests method is included within the capital contribution reserve.
Statement of financial position (extract)
| As previously | ||||||
| As previously | stated under | Effect of | Post transition | |||
| stated under | Effect of | Post transition | IFRS | transition | under IFRS | |
| IFRS | transition | under IFRS | 31 December | 31 December | 31 December | |
| 1 January 2024 | 1 January 2024 | 1 January 2024 | 2024 | 2024 | 2024 | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Non-current assets | 59,579 | – | 59,579 | 57,092 | – | 57,092 |
| Current assets | ||||||
| Debtors: Amounts falling due within | ||||||
one year | 19,954 | (79) | 19,875 | 33,827 | (119) | 33,708 |
Cash | 12,021 | 14 | 12,035 | 14,528 | 10 | 14,538 |
| Current liabilities | ||||||
| Creditors: Amounts falling due within | ||||||
one year | (20,939) | (40) | (20,979) | (27,425) | (45) | (27,470) |
Total assets less current liabilities | 70,615 | (105) | 70,510 | 78,022 | (154) | 77,868 |
| Non-current liabilities | ||||||
Creditors: Amounts falling due after one year | (68,476) | 28,432 | (40,044) | (74,578) | 31,284 | (43,294) |
Deferred tax liabilities | (4,307) | - | (4,307) | (3,838) | – | (3,838) |
Provisions | (3,406) | - | (3,406) | (2,620) | – | (2,620) |
Net assets | (5,574) | 28,327 | 22,753 | (3,014) | 31,130 | 28,116 |
| Capital and reserves (retained | ||||||
earnings) | (5,574) | 28,327 | 22,753 | (3,014) | 31,130 | 28,116 |
Notes to the Consolidated Financial Statements continuedNotes to the Consolidated Financial Statements continued
139
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Statement of profit and loss and other comprehensive income (extract)
| As previously | |||
| stated under | Effect of | Post transition | |
| IFRS | transition | under IFRS | |
| Year ended | Year ended | Year ended | |
| 31 December | 31 December | 31 December | |
| 2024 | 2024 | 2024 | |
| £’000 | £’000 | £’000 | |
Revenue | 101,124 | – | 101,124 |
Operating costs | (88,543) | (49) | (88,592) |
Operating profit | 12,581 | (49) | 12,532 |
Fair value movements | 1,247 | – | 1,247 |
Finance costs | (8,631) | – | (8,631) |
Tax | (3,447) | – | (3,447) |
Foreign exchanges losses through other comprehensive income | (26) | – | (26) |
Profit for the year and other comprehensive income | 1,724 | (49) | 1,675 |
Statement of cash flows (extract)
| As previously | |||
| stated under | Effect of | Post transition | |
| IFRS | transition | under IFRS | |
| Year ended | Year ended | Year ended | |
| 31 December | 31 December | 31 December | |
| 2024 | 2024 | 2024 | |
| £’000 | £’000 | £’000 | |
| Cash flow from operating activities | |||
Profit for the year | 1,750 | (49) | 1,701 |
| Adjustments for: | |||
Depreciation and amortisation | 4,367 | – | 4,367 |
Impairment of goodwill | 3,600 | – | 3,600 |
Loss on disposal of intangible assets | 3 | – | 3 |
Net finance costs | 8,631 | – | 8,631 |
Taxation | 3,447 | – | 3,447 |
Working capital movements | (3,397) | 45 | (3,352) |
Fair value movements | 296 | – | 296 |
Share-based payment charge | 836 | – | 836 |
Interest paid | (2,503) | – | (2,503) |
Tax paid | (1,552) | – | (1,552) |
Net cash generated from operating activities | 15,478 | (4) | 15,474 |
Cash flows from investing activities | (7,621) | – | (7,621) |
Cash flows from financing activities | (4,942) | – | (4,942) |
Exchange impact on cash | (408) | – | (408) |
Net increase in cash | 2,507 | (4) | 2,503 |
Notes to the Consolidated Financial Statements continued
140
The Beauty Tech Group plc Annual Report 2025
Company Statement of
Financial Position
As at 31 December 2025
Note 31 December 2025
£’000
Assets
Non-current assets
Investments 250,855
Total non-current assets 250,855
Current assets
Trade and other receivables 2 48,027
Total current assets 48,027
Total assets 298,882
Liabilities and Equity
Current liabilities
Trade and other payables 3 228
Total current liabilities 228
Non-current liabilities –
Total non-current liabilities –
Total liabilities 228
Net assets 298,654
Equity
Share capital 4 11,070
Share premium 5 57,724
Share-based payment reserve 5 951
Merger reserve 5 242,065
Treasury shares 5 (12,195)
Retained earnings (961)
Total equity 298,654
The Company was incorporated on 29 July 2025 and therefore no comparative period is presented. As permitted by section 408 of the
Companies Act 2006, the Company’s statement of profit or loss has not been included in these Financial Statements. The Company
recorded a loss for the five-month period from 29 July to 31 December 2025 of £961k.
Approved by the Board on 15 April 2026 and signed on its behalf by:
S Glynn, Director
141
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Company Statement of
Changes in Equity
For the period 29 July 2025 to 31 December 2025
Share capital
£’000
Share
premium
account
£’000
Share-based
payment
reserve
£’000
Merger
Reserve
£’000
Treasury
Reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
At 29 July 2025 - - - - - - -
Comprehensive income for the year
Loss for the year - - - - - (961) (961 )
Total comprehensive income for the year - - - - - (961) (961)
Contributions by and distributions to owners
Share-based payment - - 951 - - - 951
Issuance of shares, reorganisation 10,000 29,794 - 242,065 (12,195) - 269,664
Issuance of shares, initial public offering 1,070 27,930 - - - - 29,000
Total transactions with owners 11,070 57,724 951 242,065 (12,195) - 299,615
At 31 December 2025 11,070 57,724 951 242,065 (12,195) (961) 298,654
142
The Beauty Tech Group plc Annual Report 2025
Notes to the Company Financial
Statements
For the period 29 July 2025 to 31 December 2025
1. Accounting Policies
1.1 Basis of Preparation
These Financial Statements have been prepared in accordance with Financial Reporting Standard 101 (“FRS 101”) – Reduced
Disclosure Framework and the requirements of the Companies Act 2006. The Company was incorporated on 29 July 2025, and these
Financial Statements cover the period from that date to 31 December 2025.
As permitted by section 408 of the Companies Act 2006, a Company income statement has not been presented. The loss for the period
ended 31 December 2025 was £961,000.
The Company is the ultimate parent entity of the Group and qualifies for the reduced disclosure exemptions under FRS 101, as equivalent
information is included in the consolidated Financial Statements. Accordingly, certain disclosures have been omitted, including:
• a statement of cash flows and related disclosures;
• certain disclosures on financial instruments, including risk management information;
• share-based payment disclosures relating to equity instruments of the Company; and
• total key management personnel compensation.
The accounting policies set out below have been applied consistently to all periods presented. The Financial Statements are prepared on
the historical cost basis.
The Directors have prepared the Financial Statements on a going concern basis, reflecting that the Company’s continuing viability is
closely linked to that of the Group. Refer to the Group Going Concern and Viability Statements on pages
22 to 23.
1.2 Investments
Investments are reviewed for impairment at each reporting date. Where an investment is considered impaired, the carrying amount is
reduced to its recoverable amount and the loss is recognised in profit or loss. Previously recognised impairment losses are reversed only
when justified, and to the extent of the original cost.
The £251m investment in subsidiary undertakings made relates to the Company’s investment in eComplete SPV Ltd and Project Glow
Topco Ltd. The Beauty Tech Group plc acquired both entities on 3 October 2025 for £251m consideration in the form of a share for share
exchange.
1.3 Share-Based Payments
The Company recognised a total charge of £951k (2024: £nil) in the year in relation to the IPO share-based payment scheme. Details of
this scheme are described in Note 31 to the consolidated Financial Statements.
2. Trade and Other Receivables
31 December 2025
£’000
Amounts owed by group undertakings 48,017
Prepayments 10
Total trade and other receivables 48,027
Amounts owed by group undertakings of £48,017k comprise balances due from The Beauty Tech Group Trading Limited and Project Glow
Midco Limited, arising as part of the Group’s IPO restructuring. The balances are unsecured, interest-free and repayable on demand.
143
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
3. Trade and Other Payables
31 December 2025
£’000
Other payables 228
Total trade and other payables 228
4. Share Capital
31 December 2025
£’000
110,701,107 Ordinary Shares @ £0.10 each 11,070
11,070
5. Reserves
Share Capital
Called up share capital represents the nominal value of shares issued.
Share Premium
Consideration received for shares issued above their nominal value net of transaction costs.
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.
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 represents the cost of the Company’s own shares that have been repurchased and are held as treasury shares.
These shares are presented as a deduction from total equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue, or
cancellation of treasury shares.
Profit and Loss Account
Cumulative profit and loss net of distributions to owners.
Notes to the Company Financial Statements continued
144
The Beauty Tech Group plc Annual Report 2025
In this section
145 Segmental Analysis
146 Glossary and Alternative Performance Measures (“APMs”)
IBC Other Information
Additional Information
145
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Segmental Analysis
Segmental Revenue by Brand
£m FY22 FY23 FY24 FY25 3yr CAGR
CurrentBody Skin 22.2 43.2 79.1 125.8 78.3%
ZIIP Beauty 2.2 6.2 9.0 13.2 81.7%
Tria Laser - - - 2.0 n/a
Third Party 26.4 24.1 13.1 0.1 n/m
Total Revenue 50.8 73.4 101.1 141.0 40.5%
Own-brand revenue 24.4 49.4 88.1 140.9 79.3%
Own-brand % of total 48.1% 67.2% 87.1% 99.9%
Year-on-year growth - +44.5% +37.7% +39.4%
Notes:
1 All periods shown are for the 12 months ended 31 December. 3-year CAGR is calculated from FY22 to FY25.
2 FY22 and FY23 financial data has been recast to a calendar year basis from the Group’s underlying accounting records, as disclosed in the 2025 Admission
Prospectus (the Group’s statutory periods were 16 months to 31 January 2023 and 11 months to 31 December 2023 respectively).
3 n/a = not applicable due to Brand not yet being part of the Group for the three-year CAGR period under review.
4 n/m = not meaningful.
146
The Beauty Tech Group plc Annual Report 2025
Glossary and Alternative Performance
Measures (“APMs”)
Glossary
Abbreviation Meaning
Admission The admission of the Company’s ordinary shares to the premium segment of the Official List and to trading on the Main Market
of the London Stock Exchange on 8 October 2025
AGM Annual General Meeting
AHBD At-home beauty devices
APMs Alternative Performance Measures, being non-IFRS financial measures used by the Group to provide additional insight into
underlying performance (see pages
147 to 148)
BDO BDO LLP, the Group's tax and advisory adviser
CAGR Compound annual growth rate
CGU Cash-generating unit, being the smallest identifiable group of assets generating cash inflows that are largely independent of
other assets, used for impairment testing under IAS 36
Combined
Incentive Plan
The Group's annual incentive arrangement for Executive Directors and Senior Management, comprising a cash element and a
deferred share element subject to a further two-year holding period
Company The Beauty Tech Group plc (a public company limited by shares and registered in England and Wales under company number
SK10 4ZE
CTO Chief Technology Officer
CODM Chief Operating Decision Maker, being the individual or group responsible for allocating resources and assessing performance
of operating segments under IFRS 8
D2C Direct to consumer
DTR Disclosure Guidance and Transparency Rules
EPS Earnings per share
EPR Extended Producer Responsibility, the regulatory framework requiring producers to meet the costs of collecting and recycling
packaging waste
ERS Employment-Related Securities, being HMRC reportable share arrangements
ESG Environmental, social and governance
ESOS Energy Savings Opportunity Scheme, a mandatory energy assessment scheme for large UK organisations
EU MDR EU Medical Device Regulation (2017/745), the European regulatory framework governing the safety and performance of
medical devices
FCA UK Financial Conduct Authority
FDA US Food and Drug Administration
FRC Financial Reporting Council
GDPR UK General Data Protection Regulation
FY24 The financial year ended 31 December 2024; FY25 means the financial year ended 31 December 2025; FY26 means the
financial year ended 31 December 2026
FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland, being the basis on which the Group reported
prior to its transition to UK-adopted IFRS on Admission
FVTPL Fair value through profit or loss, a financial instrument measurement category under IFRS 9
GHG Greenhouse gas
Health Canada The federal department responsible for helping Canadians maintain and improve their health, and the regulatory authority for
medical devices in Canada
HMRC HM Revenue & Customs
147
The Beauty Tech Group plc Annual Report 2025
Strategic Report Governance Financial Statements Additional Information
Abbreviation Meaning
IAS 36 International Accounting Standard 36 Impairment of Assets
IFRS UK-adopted International Financial Reporting Standards, being the basis on which the Group's consolidated financial
statements are prepared
IPO The Group's admission to the Main Market of the London Stock Exchange on 8 October 2025
KOL Key Opinion Leader, being an individual with recognised expertise or influence in a relevant field whose endorsement supports
brand credibility
KPI Key performance indicator
LED Light emitting diode
MAR UK Market Abuse Regulation
NMPA National Medical Products Administration, China's national medical device regulator
NPD New product development
R&D Research and development
ROCE Return on Capital Employed. See Adjusted ROCE and Operating ROCE in the Alternative Performance Measures section on
page 148
PR Public relations
RSM RSM UK Audit LLP, the Group's external statutory auditor
SAYE Save As You Earn, an HMRC-approved all-employee share scheme
SECR Streamlined Energy and Carbon Reporting, the mandatory GHG emissions and energy reporting framework for quoted UK
companies
SID Senior Independent Director
SIP Share Incentive Plan, an HMRC-approved all-employee share plan
TCFD Task Force on Climate-related Financial Disclosures, the framework for reporting climate-related risks and opportunities,
compliance with which is required under UK Listing Rule 6.6.6(8)
TGA Therapeutic Goods Administration, Australia's medical device regulator
TSR Total Shareholder Return
UKCA UK Conformity Assessed, the UK product safety marking replacing CE marking following the UK's departure from the EU
Alternative Performance Measures (APMs)
The financial information in this Annual 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
theperiod.
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. A reconciliation to operating (loss)/profit is
presented on page 15.
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 ROCE.
Glossary and Alternative Performance Measures (“APMs”) continued
148
The Beauty Tech Group plc Annual Report 2025
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.
A full breakdown of exceptional items is provided in Note 5 to the consolidated Financial Statements.
Net debt
Net debt is calculated as total borrowings (bank loans and loan notes) less cash and cash equivalents, excluding IFRS 16 lease liabilities.
The Directors use net debt to monitor the Group’s leverage position and capital structure. A reconciliation to the consolidated statement
of financial position is presented in Note 30 to the consolidated Financial Statements.
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.
Glossary and Alternative Performance Measures (“APMs”) continued
Other Information
Registered Office
Suite 3f1, Glasshouse
Congleton Road
Nether Alderley, Macclesfield
SK10 4ZE
Tel: c/o FTI Consulting on 020 3727 1000
Web: www.thebeautytechgroup.com
Investor relations: tbtg@fticonsulting.com
Annual General Meeting
The Company’s inaugural Annual General Meeting (AGM)
will be held at 11.00am on 19 June 2026 at Suite 3f1 Glasshouse,
Congleton Road, Nether Alderley, Macclesfield, Cheshire,
England, SK10 4ZE.
Further details, including the resolutions to be proposed at
the meeting, are set out in the Notice of Meeting which will be
provided to all shareholders within the prescribed timescales.
Company Secretary
Sarah Clayton
Suite 3f1, Glasshouse
Congleton Road
Nether Alderley, Macclesfield
SK10 4ZE
Corporate Brokers
Berenberg
60 Threadneedle Street
London EC2R 8HP
Statutory Auditors
RSM UK Audit LLP
Landmark
1 St Peter’s Square
Oxford St,
Manchester
M1 4PB
Registrar
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Central Square
29 Wellington Street
Leeds
LS1 4DL
Corporate Solicitors
Addleshaw Goddard LLP
One Peter’s Square
Manchester
M2 3DE
Corporate PR advisers
FTI Consulting
200 Aldersgate
Aldersgate Street
London
EC1A 4HD
Cautionary Statement
The purpose of this Annual Report is to provide information to the
members of the Company. The Company and its Directors accept
no liability to third parties in respect of this Annual Report save as
would arise under English law.
This Annual Report contains certain forward-looking statements with
respect to the financial condition, results, operations and businesses
of the Company. Forward-looking statements are sometimes, but not
always, identified by their use of a date in the future or such words as
“anticipates”, “aims”, “due”, “will”, “could”, “may”, “should”, “would”,
“might”, “shall”, “expects”, “believes”, “intends”, “plans”, “targets”,
“goal”, “estimates”, “forecasts”, “projects”, “predicts”, “continues”,
“assumes”, “budget”, “risk” or, in each case, their negative or other
variations or words of similar meaning.
These forward-looking statements involve assumptions, known and
unknown risks and uncertainty because they relate to events and
depend on circumstances that may or may not occur in the future.
There are a number of factors that could cause actual results or
developments to differ materially from those expressed or implied
by these forward-looking statements, including factors outside
the Company’s control. The forward-looking statements reflect
the knowledge and information available at the date of preparation
of this Annual Report and, except to the extent required by law or
regulation, will not be updated or revised, whether as a result of
new information, future events or otherwise.
This Annual Report shall not, under any circumstances, create any
implication that there has been no change in the business or affairs
of the Company or any member of its group since its date or that
the information contained in it is correct as at any time subsequent
to its date.
You should not place undue reliance on the forward-looking
statements.
No statement in this Annual Report is intended as a profit forecast
or a profit estimate or should be interpreted to mean that earnings
per share of the Company for the current or future financial years
would necessarily match or exceed the historical published
earnings per share of the Company. Past business and financial
performance cannot be relied on as an indication of future
performance.
www.thebeautytechgroup.com