Audited Final Results

NOTES TO THE FINANCIAL STATEMENTS

For the Eighteen Months ended 30 June 2025.

1.    General Information

Silverwood Brands plc is a listed public limited company (Aquis: SLWD) incorporated in the UK and registered in England and Wales (Company Number 13557318). The Company's registered office is Unit 7 Westergate Business Centre, Westergate Road, Brighton, United Kingdom, BN2 4QN.

The shares of the Company are traded on the Growth Market of the Acquis Stock Exchange with the ticker code SLWD. PL. The consolidated financial statements comprise the Company and its subsidiaries (together referred to as the "Group") and are for the eighteen months ended 30 June 2025.

The principal activity of the Group is the sale and distribution of beauty products.

These financial statements have been prepared for an extended reporting period of 18 months ending 30 June 2025. The prior year comparative figures relate to a 12‑month period ending 31 December 2023.

The UK entities have aligned their year‑end to 30 June 2025 in order to bring the group reporting timetable into line with the financial year‑ends of the Japanese subsidiaries.

Because the current period is longer than the comparative period, the results presented are not directly comparable, and users of the financial statements should exercise caution when interpreting period‑on‑period movements.

2.    Basis of preparation

These financial statements have been prepared in accordance with UK adopted international accounting standards.

The financial statements are presented in Pounds Sterling and all values are rounded to the nearest pound.

3.    Basis of consolidation

3.1 - Business Combinations

The Group applies the acquisition method to account for business combinations. A business combination is recognised when the Group obtains control of an acquired company or trade and the acquired set of activities and assets is capable of being managed as a business. In assessing whether an acquisition meets the definition of a business, the Directors consider whether the acquired set includes inputs and processes that together have the ability to create outputs.

The consideration transferred is measured at fair value at the acquisition date. Identifiable assets and liabilities are recognised at their fair values at that date. Any excess of the consideration transferred over the fair value of the identifiable net assets acquired is recognised as goodwill. Goodwill is not amortised and is tested annually for impairment.

Where the fair value of the identifiable net assets acquired exceeds the consideration transferred, the difference is recognised immediately in profit or loss as a gain on bargain purchase.

Acquisition‑related costs are expensed as incurred and presented within Exceptional Costs in the profit or loss.

Contingent consideration is recognised at fair value at the acquisition date. Where the Group expects to settle contingent consideration in equity instruments, the amount is recognised within equity and is not subsequently remeasured. Where settlement is expected in cash, the liability is remeasured at fair value at each reporting date, with changes recognised in profit or loss

3.2 - Subsidiaries

Subsidiaries are entities over which the Group has control. Control comprises an investor having power over the investee and is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.

3.3 Non-Controlling Interests

NCI are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition.

3.4 - Entities within the Group

The Group financial statements consolidate those of the Company and its subsidiaries undertakings drawn up to 30 June 2025. The group subsidiaries and the Company's shareholding is shown in the table below.

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into GBP at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into GBP at the exchange rates at the dates of the transactions.

Foreign currency differences are recognised in OCI and accumulated in the translation reserve, except to the extent that the translation difference is allocated to NCI.