Audited Final Results

Silverwood Brands PLC

20 April 2026

 

Silverwood Brands Plc

("Silverwood" or the "Company", together with its subsidiaries, the "Group")

Audited Final Results for the 18x months ended 30 June 2025

Silverwood Brands plc (AQSE: SLWD), a holding company established to invest primarily in branded consumer businesses, announces the Group's audited final results in respect of the eighteen months ended 30 June 2025.

Chief Executive's Statement

Delay in Publication

Before turning to the Group's performance for the period, I want to speak directly to the delay in publishing our audited results and the resulting temporary suspension of trading in the Company's shares.

The deadline for filing our annual report was not met. As we set out in our December update, completion of the audit was prolonged by the technically demanding process of translating the financial statements of our Japanese subsidiaries from Japanese Generally Accepted Accounting Principles (Japanese GAAP) to International Financial Reporting Standards (IFRS). This work proved more complex and time‑intensive than anticipated.

Our structure of small brands supported by lean teams means that technical gaps can surface through the audit process. Strengthening our financial reporting capability is therefore a priority. We are investing in additional expertise and capacity to ensure that our reporting processes are robust, resilient, and able to meet the expectations of a listed company.

We recognise the seriousness of missing a regulatory deadline and the impact of the suspension on our shareholders. On behalf of the Board, I apologise for the delay in publishing these results and reaffirm our commitment to restoring confidence through improved systems, strengthened teams, and timely reporting going forward.

As a result of the delay, we are publishing this RNS alongside our unaudited interim results for the six months to 31 December 2025.

Introduction

Silverwood exists to build purposeful, resilient brands; businesses with a clear reason to exist and the discipline to grow through customer obsession, long‑term thinking, and pride in both product and operational excellence. We began the period with four distinct beauty brands: Steamcream, Cigarro, Balmonds, and Nailberry, each with strong positioning and meaningful long‑term potential.

In March 2024, we strengthened the group further through the acquisition of Cosme Science Corporation and its subsidiary Dr. Baeltz, bringing a premier Japanese research and OEM manufacturer with a 40‑year legacy into the Silverwood family. This acquisition enhances our production capabilities, deepens our technical expertise, and opens new avenues for innovation and growth.

Across the period, we expanded distribution, improved product quality, refreshed brand assets for international expansion, and continued to build strong teams. Customer feedback remains consistently positive, reinforcing our confidence in the brands we are developing.

As J. P. Getty famously said, "Rise early, work hard, strike oil."

We have assembled a portfolio where teams rise early and work hard-and we believe this disciplined approach will deliver long‑term value. Our focus remains on growing our brands and assessing new acquisition opportunities as they arise.

Business Review

We operate a portfolio of high‑potential brands that we aim to grow significantly over the long term. While performance for smaller, scaling brands can vary over shorter periods, we remain confident that disciplined execution, channel expansion, and continued investment in our capabilities will deliver a clear trajectory of profitable growth over time.

For the eighteen‑month period ended 30 June 2025, the Group recorded a statutory loss before tax of £18,297,449. As set out in the reconciliation below, a number of accounting adjustments required under IFRS materially distort the view of underlying trading. On a management‑view basis, the business delivered a positive EBITDA of £496,488, which we believe provides a clearer reflection of operational performance.

Revenue		23,915,915
Statutory Profit/(Loss) Before Tax IFRS Basis		(18,297,449)
Reconciling Items
Post Combination Renumeration			(6,468,126)
Impairment			22,145,978
Acquisition and legal costs			124,361
Depreciation and Other Fixed Asset Costs			4,305,842
Gain on Bargain Purchase			(2,154,585)
Interest Receivable			(51,201)
Interest Payable			891,668
Management EBITDA View		496,488

A detailed breakdown of the reconciling items along with a brand-by-brand analysis are available in the full audited financial statements which are published on our website.

Consolidated Statement of Comprehensive Income

	18 Months Ended 30 June 2025		As Restated: 12 Months Ended 31 December 2023
Revenue	23,915,915		11,094,983
Cost of Sales	(9,768,645)		(1,680,488)
Gross Profit	14,147,270		9,414,495
Other Operating Income	16,726		26,799
Selling and Distribution	(2,259,918)		(1,531,628)
Administrative Expenses	(15,713,432)		(9,645,972)
Exceptional Charges
Non-recurring Costs	(109,552)		-
Impairment	(22,145,978)		(219,644)
Acquisition costs, acquisition related contingent considerations and earn-outs	8,607,902		(3,842,615)
Loss from Operations	(17,456,982)		(5,798,565)
Finance Income	51,201		41,649
Finance Expense	(891,668)		(805,786)
Loss Before Tax	(18,297,449)		(6,562,702)
Tax Expense	1,539,667		471,528
Loss for the period	(16,757,782)		(6,091,174)
Items that are or may be reclassified subsequently to profit or loss.
Exchange Loss Arising on Translation on Foreign Operations	292,049		(421,716)
	292,049		(421,716)
Other Comprehensive Income for the Period, Net of Tax	292,049		(421,716)
Total Comprehensive Income	(16,465,733)		(6,512,890)
Loss for the period attributable to:
Owners of the Parent	(16,317,712)		(6,040,462)
Non-Controlling Interests	(440,070)		(50,712)
	(16,757,782)		(6,091,174)
Total comprehensive income for the period attributable to:
Owners of the Parent	(16,025,663)		(6,462,178)
Non-Controlling Interests	(440,070)		(50,712)
	(16,465,733)		(6,512,890)

Consolidated Statement of Financial Position

		30 June 2025		31 December 2023
Assets
Non-Current Assets
Property, Plant and Equipment		10,480,123		199,306
Intangible Assets		1,664,761		23,594,130
Other Non-Current Investments		-		80
Trade and Other Receivables		341,590		101,943
		12,486,474		23,895,459
Current Assets
Trade and Other Receivables		2,599,813		3,293,618
Inventories		2,545,296		1,727,768
Cash and Cash Equivalents		3,071,223		2,799,380
		8,216,332		7,820,766
Total Assets		20,702,806		31,716,225
Liabilities
Non-Current Liabilities
Trade and Other Liabilities		292,282		1,996,367
Loans and Borrowings		7,177,596		1,264,449
Deferred Tax Liability		1,405,710		1,799,191
Provisions		561,032		-
		9,436,620		5,060,007
Current Liabilities
Trade and Other Liabilities		2,797,321		6,099,082
Loans and Borrowings		7,045,187		5,368,149
Provisions		-		286,282
		9,842,508		11,753,513
Total Liabilities		19,279,128		16,813,520
Net Assets		1,423,678		14,902,705
Issued capital and reserves attributable to owners of the parent
Share Capital		4,250,018		3,250,018
Share Premium		27,195,826		22,795,826
Shares to be Issued		378,969		831,450
Reverse Takeover Reserve		(4,797,432)		(4,797,432)
Shared Based Payments Reserve		4,149,994		6,110,807
Foreign Exchange Reserve		(129,667)		(421,716)
Retained Earnings		(29,133,248)		(12,815,536)
		1,914,460		14,953,417
Non-Controlling Interests		(490,782)		(50,712)
Total Equity		1,423,678		14,902,705

Consolidated Statement of Changes in Equity
	Share Capital	Share Premium	Shares to be Issued	Reverse Takeover Reserve	Shared Based Payments Reserve	Foreign Exchange Reserve	Retained Earnings	Non-Controlling Interests	Total Equity
At 1 January 2024	3,250,018	22,795,826	831,450	(4,797,432)	6,110,807	(421,716)	(12,815,536)	(50,712)	14,902,705
Comprehensive Income for the Year
Profit for the Year	-	-	-	-	-	-	(16,317,712)	(440,070)	(16,757,782)
Exchange Loss Arising on Translation on Foreign Operations	-	-	-	-	-	292,049	-	-	292,049
Total Comprehensive Income for the Year	-	-	-	-	-	292,049	(16,317,712)	(440,070)	(16,465,733)
Issue of Share Capital	1,000,000	4,400,000	-	-	-	-	-		5,400,000
Shares to be Issued as part of the Consideration in a Business Combination	-	-	(452,481)	-	-	-	-	-	(452,481)
Post Combination Remuneration - Equity Component	-	-	-		(1,960,813)	-	-	-	(1,960,813)
Total contributions by and distributions to owners	1,000,000	4,400,000	(452,481)	-	(1,960,813)	-	-	-	2,986,706
At 30 June 2025	4,250,018	27,195,826	378,969	(4,797,432)	4,149,994	(129,667)	(29,133,248)	(490,782)	1,423,678

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.

Undertaking	Country of Incorporation	Holding	Proportion of voting rights and shares held 2025	Proportion of voting rights and shares held 2023
Balmonds Skincare Ltd	United Kingdom	Ordinary Shares	100%	100%
NBY London Ltd	United Kingdom	Ordinary Shares	100%	100%
Cosmic Circles Ltd	United Kingdom	Ordinary Shares	100%	100%
Sonotas Holdings	Japan	Ordinary Shares	90%	90%
Community Beauty Limited	United Kingdom	Ordinary Shares	100%	-

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.

 

END