COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

1.       Reporting entity

Selkirk Group PLC (the 'Company') is a public limited company registered in England and Wales. The Company's registered office is at Eastcastle House, 27-28 Eastcastle Street, London, United Kingdom, W1W 8DH.

These consolidated financial statements comprise the Company and its subsidiary (collectively the 'Group' and individually 'Group companies'). The principal activity of the parent company is that of a holding company and the principal activity of the subsidiary company, Selkirk Jersey Ltd is that of an investment vehicle.

2.       Basis of preparation

The Group's consolidated and the Company's individual financial statements have been prepared in accordance with UK adopted International Accounting Standards (IFRSs). They were authorised for issue by the Company's board of directors on 7 April 2026.

Details of the Group's accounting policies, including changes during the period, are included in note 4.

The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own Statement of comprehensive income in these financial statements.

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Group accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The areas where judgements and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 5.

2.1  Basis of measurement

The financial statements have been prepared on the historical cost basis.

2.2  Changes in IFRSS not yet adopted

i) New standards, interpretations and amendments effective from 24 September 2024

Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates

The amendment to IAS 21 - The Effects of Changes on Foreign Exchange Rates focuses on the lack of exchangeability. It addresses the challenges entities face when a currency cannot be exchanged for another currency. The new standard has no material impact in the annual financial statements for the period ended 31 December 2025.

ii)     New standards, interpretations and amendments not yet effective

The following standard impacting the company and interpretations to published standards are not yet effective:

The Directors anticipate that the adoption of the Standard in future periods will not have an impact on the results and net assets of the Company, however, it is too early to quantify this.

The Directors anticipate that the adoption of other Standards and interpretations that are not yet effective in future periods will only have an impact on the presentation in the financial statements of the Company.

3.       Functional and presentation currency

These consolidated financial statements are presented in British Pound Sterling (GBP), which is the Company's functional currency. All amounts have been rounded to the nearest Pound, unless otherwise indicated.

4.       Material accounting policies

4.1     Cash and cash equivalents

Cash comprises cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are held with banks with high credit ratings and are by their nature highly liquid investments. None mature in greater than three months from the relevant date of acquisition, and that are readily convertible to known amounts of cash with insignificant risk of change in value.

4.2     Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiary. Control is achieved when the Company:

·      has power over the investee;

·      is exposed, or has rights, to variable returns from its involvement with the investee; and

·      has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiary is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of the subsidiary to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

4.3     Going concern

These financial statements have been prepared on a going concern basis. The Directors have considered the Group and Company's ability to continue in operational existence for a period of at least twelve months from the date of approval of these financial statements.

The Group and Company has not yet substantially implemented its Investment Policy (as set out in the Admission Document dated 7 November 2024). Accordingly, a resolution will be proposed at the next Annual General Meeting seeking shareholder approval for the continuation of that policy in accordance with AIM Rule 8. The Directors unanimously recommend that shareholders vote in favour of the resolution and believe it will be passed.

In the unlikely event that shareholders do not approve the continuation of its approved investment policy, the Board, in consultation with the Group and Company's Nominated Adviser, would (in line with AIM Rules guidance) would propose an amended Investment Policy for shareholder approval as soon as practicable, or consider other resolving actions such as an orderly and solvent return of capital to shareholders.

The Company at 28 February 2026 held cash balances of £6.8 million and remains debt free. Most of this cash is held on deposit with highly credit rated banks, and these deposits provide interest income which cover most of its current monthly operating cash costs (excluding transaction costs) of circa £25,000. The Directors expect that in a situation where an RTO had aborted at a late stage, and that the Company was responsible for the customary fees, then cash balances would be more than sufficient to cover them.

Consequently, the Directors are satisfied that the Company could continue to have adequate resources to meet its liabilities as they fall due for the foreseeable future and that there are no material uncertainties relating to events or conditions that may cast significant doubt upon the Company's ability to continue as a going concern. Accordingly, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

4.4     Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

(i) Current tax

The Group's current tax is accounted for on the basis of tax laws enacted or substantively enacted by the end of the reporting period. current tax. Current tax is charged or credited to the income statement, except when it relates to items charged to equity or other comprehensive income.

(ii)  Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity or other comprehensive income.

4.5     Financial instruments

Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

4.6     Defined contribution schemes

Contributions to defined contribution pension schemes are charged to the consolidated statement of comprehensive income in the period to which they relate.

4.7     Non-controlling interests

The total comprehensive income or loss of the non-wholly owned subsidiary is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests.

4.8     Finance income

Interest income from a financial asset is recognised on an accruals basis.

4.9     Equity instruments

Ordinary shares are classified as equity when there is no contractual obligation to transfer cash or other financial assets. Incremental costs directly attributable to the issue of equity instruments are shown in equity as a deduction from the proceeds. Share capital is carried at par value.

Incremental costs directly attributable to the issue of shares are accounted for as a deduction from consideration received, and are recorded in share premium. Share premium reflects the proceeds received (net of allowable costs) in excess of the par value.

4.10   Share options

The A Shares issued by Selkirk Jersey Limited represent equity-settled share-based payment arrangements under which the Group receives services as a consideration for the additional rights attached to these equity shares, over and above their nominal price.

Equity-settled share-based payments to certain of the Directors and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value is expensed, with a corresponding increase in equity, on a straight-line basis over the vesting period. Where the equity instruments granted are considered to vest immediately, the services are deemed to have been received in full, with a corresponding expense and increase in equity recognised at grant date.

The dilutive effect of outstanding share-based payments is reflected as share dilution in the computation of diluted Earnings per share.

5.       Accounting estimates and judgements

5.1     Judgement

When preparing the Financial Statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results.

Management Incentive Plan

The Company provides for the compensation to management arising from the Management Incentive Plan as estimated by reference to the share price performance of the Group and dividends in the period. The compensation is attached to rights Selkirk Jersey Limited will have the right to convert the compensation entitlement in Selkirk Jersey Limited A shares into ordinary shares in Selkirk Group Plc. The vesting period is dependent on the timing of the Group's first acquisition of a trading business, which has been estimated at 12 months after the reporting date, resulting in an estimated vesting period of four years from grant date.

The Directors believe that there were no other significant judgements required with regard to the application of the Company's accounting policies in preparing these financial statements.

5.2     Estimates and assumptions

Estimate and assumption

Estimates included within these financial statements relate to the Management Incentive Plan (MIP). The Directors estimate that the Group First Acquisition will occur approximately 12 months after the reporting date. Due to the complex payoff structure and market-based performance conditions, the fair value was calculated using a Monte Carlo simulation model, which simulated the evolution of the Company's share price over the life of the plan. This includes assessing and using estimates that best reflects market expectations. The Directors believe that none of these estimates carry a significant estimation uncertainty, nor do they bear a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the foreseeable future. A MIP provision of £159,403 was made in the period to 31 December 2025 as disclosed in note 16.