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Silverwood Brands - Unaudited Interim Results to 31 December 2024


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Silverwood Brands PLC · SLWD

31/03/2025 14:17

Silverwood Brands - Unaudited Interim Results to 31 December 2024
RNS Number : 9664C
Silverwood Brands PLC
31 March 2025
 

31 March 2025

 

Silverwood Brands Plc

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

Unaudited Interim Results for the six months ended 31 December 2024

Silverwood Brands plc (AQSE: SLWD), a holding company established to invest primarily in branded consumer businesses, announces the Group's unaudited interim results in respect of the six months ended 31 December 2024. These are the Group's second interim results following the change of accounting reference date announced on 29 October 2024. The Group's next results will be the final audited results for the 18 months ending 30 June 2025.

 

Chief Executive's Statement

Our teams remain focused on delivering profitable growth. As previously noted, growing small brands demands resilience and perseverance. Whilst we encounter the inevitable challenges, we have found areas of growth and made improvements to our underlying operations with each of our brands being better positioned than this time last year.

We have also reviewed a number of new opportunities and remain confident that we will find attractive ventures to add to our existing portfolio.

Like all businesses we are experiencing cost inflation. We are fortunate to have a culture of cost consciousness across the Group which ensures we retain a tight grip on cost increases.

 

Executive Summary

For the 12-month period to 31 December 2024, excluding Cosme and Dr. Baeltz which were acquired in April 2024 our underlying performance remained flat compared to 2023. In the second half of the 2024 year, we concentrated on establishing a solid foundation for growth in 2025 by setting up new and exciting opportunities, making strategic hires, and streamlining systems and processes across our brands. Specifically, we have expanded our finance team and have focused on putting in place robust and standardised reporting across our brands, including the newly acquired Cosme and Dr Baeltz.

Our early results for 2025 have been promising, and we are excited to see this year capitalise on the hard work and determination our brands continue to demonstrate.

 

 

 

 

 

Revenue Comparison to December 2023

£

H2 2024

H2 2023

Increase

% Increase

Balmonds

    1,217,255

    1,141,664

75,591

6.6%

Nailberry

    1,634,366

    1,582,099

52,267

3.3%

Sonotas Corporation*

    2,816,358

    2,679,458

136,900

5.1%

 

* The exchange rate used for the six months results to December 2024 has been used for the six months results to December 2023 to offer a like-for-like comparison excluding any impacts of exchange rate fluctuations.

**The results for Dr Baeltz and Cosme Science have not been included in the table above as they were acquired in April 2024.

We have presented the metric above to show the revenue growth across our brands excluding any impact of seasonality across the two halves of 2024. All our brands showing an increase in revenue is encouraging and we are excited to continue supporting their growth.

Set out below is a summary of the underlying performance of our individual brands in the six months between June 2024 and December 2024. We present this information by revenue, normalised EBITDA (excluding exceptional items), and non-operating income/expenses to give a true indication of each brand's trading performance.

Intra-group trading is excluded from these figures.

 

Balmond Skincare Ltd

 £

H1 2024

H2 2024

Revenue

1,029,255

1,217,255

Normalised EBITDA

(143,552)

(111,017)

Non-operating income/(expenses)

(3,357)

(16,211)

Profit/(Loss)

(146,909)

(127,560)

 

Balmonds successfully completed their rebrand in June 2024. Despite initial disruptions early in the year, the rebranding efforts have produced positive results. Retail sales experienced a noticeable increase in the second half of 2024, even as we phased out previous designs. We continue to see growth in these channels and remain committed to strategically expanding our product range while attentively listening to consumer feedback.

We are also delighted to announce our upcoming launch in Boots set for April 2025. This is a huge achievement for a small brand, and we are thrilled to see the benefits this will bring, not only from a revenue standpoint but also in terms of reputation. Well done to the team for their incredible efforts!

Although growing our retail sales has impacted our EBITDA margin, we plan to refine our marketing strategy in 2025 to focus on driving traffic to our website to benefit from higher margins and expand our customer base.

The non-operating expenses of £18,489 include depreciation of machinery, leasehold improvements and right-of-use assets.

 

Nailberry

 £

H1 2024

H2 2024

Revenue

1,371,272

1,634,366

Normalised EBITDA

344,083

357,901

Non-operating income/(expenses)

(7,265)

(14,691)

Profit/(Loss)

336,818

343,210

 

Our expansion into the US has been slower than anticipated, but benefits are now emerging. The increase in revenue between H1 and H2 is largely driven by an increase in E-commerce sales of £160,000, with £75,000 of the £160,000 attributable to US operations. The remaining increase primarily comes from growth across our UK retail and D2C business, which showed an expected rise in the lead-up to Black Friday and Christmas.

Although expanding into new territories has increased costs and impacted our EBITDA margin, we now have an established presence in the US and expect these effects to level out in 2025. We will continue to analyse profitability by territory and explore new avenues for expansion.

Non-operating expenses primarily reflect the impact of foreign exchange fluctuations resulting from a significant portion of our trading in EUR. We continue to monitor these movements closely and take proactive steps to mitigate the associated risks.

 

Sonotas Group

Overview

 

H1 2024

H2 2024

Turnover

2,640,716

2,816,358

Normalised EBITDA

19,675

15,769

Non-operating income/(expenses)

699,577

(56,332)

Profit/(Loss)

660,015

(170,167)

 

The results above incorporate the trading performance of Sonotas Corporation, Sonotas Holdings, and Steamcream Limited. Sonotas Holdings is the holding company in Japan, while Steamcream UK operates a small-scale operation in the UK.

Sonotas Corporation manages three beauty brands in Japan: Steamcream, Cigarro, and Nailberry. For the year ending 31 December 2024, these three brands contributed 93%, 6%, and 1% of the revenue, respectively.

In the 6 months leading up to December 2024, total Sonotas revenue increased by 5.3%, and operating margins improved by 3.3%. Gross profits also increased due to a price raise in November and savings in operational costs.

As highlighted in our previous interim results, non-operating income to June 2024 was driven by an exceptional fair-value uplift on a loan acquired during the Cosme purchase. Conversely, the non-operating expense to December 2024 are primarily reflects depreciation and interest on a bank loan.

Details of the three individual brands are shown below.

Steamcream

During the six months to 31 December 2024, the total Steamcream revenue increased by 6%, driven by a significant 20.4% increase in digital sales channels, the largest sales channel for Steamcream in Japan. Within digital sales growth, Amazon and Rakuten platform sales grew 47.8% and 29% respectively, due to improved advertising strategy and operational knowledge. Wholesale sales increased by 10.6%, while retail event sales decreased by 12.1% over the same period. Retail events are a people-intensive channel with low margins, and  Steamcream has been actively shifting sales to digital and wholesale channels. The drop in event sales aligns with the budget.

Cigarro

Cigarro revenue decreased by 7.9% during the 6-month period. The new brand website launch in July did not initially produce results, although the team has identified and implemented several key improvements. These improvements resulted in a 30.4% increase in sales in December compared to the previous year. Wholesale sales increased by 5.2%, while retail events fell by 12.9% during this half due to staffing challenges.

There are currently exciting ongoing talks with distributors to launch Cigarro outside of Japan which we hope will materialise in 2025 and bring a new dimension to the brand.

Nailberry

Nailberry revenue increased over the prior year, although from a very small base. Revenue has doubled but is far below budget, as barriers to gaining wholesale shelf space are high. However, social media engagement and interest continue to grow, and further digital sales growth is projected.

 

 

 

 

 

 

Cosme Science Group

 

H1 2024

(3 months)

H2 2024

(6 months)

Turnover

1,837,581

3,611,780

Normalised EBITDA

4,235

(5,159)

Non-operating income/(expenses)

(214,448)

(71,845)

Profit/(Loss)

(210,213)

(77,004)

 

Sonotas completed the purchase of the Cosme Science group on 29 March  2024. Significant work was done to incorporate R&D and production into the Sonotas brands through December. Handover work from the previous owner continued over the 6 months.

The facilities and expertise gained from the Cosme acquisition are now providing opportunities to streamline our manufacturing processes, which we expect will drive more efficient revenue growth and improved margins. We are excited to see these benefits unfold in the near future.

We would like to highlight a couple of key items on the balance sheet related to the Cosme acquisition. The acquisition was externally financed through a bank loan in Japan, which is reflected in the balance sheet at just over £5,000,000. Conversely, the value of the factory, land, and plant and machinery acquired as part of this transaction is recorded at just over £3,450,000. Notably, the replacement value of the acquired assets has been estimated to exceed twice the net book value currently presented.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Silverwood

 

H1 2024

H2 2024

Turnover

-

-

Normalised EBITDA

(234,536)

(197,188)

Non-operating income/(expenses)*

(139,960)

(146,193)

Profit/(Loss)

(374,496)

(343,381)

 

Operating with a lean cost base in a PLC is challenging given the ongoing compliance expenses-such as Non-Executive Director fees, stock exchange fees, and increased advisory, legal, and accounting costs. Nevertheless, we believe the normalized EBITDA in H2 reflects a realistic ongoing cost base. We remain committed to internalizing costs where possible and maintaining robust cost control measures.

Details of the items included in our non-operating expense is detailed below.

 

H1 2024

H2 2024

Other Income

     43,967

       1,048

Exceptional legal fees

(126,019)

(19,815)

Acquisition costs, acquisition related contingent consideration and earn outs

(1,739)

(36,351)

Interest Payable

(128,094)

(90,892)

Foreign Exchange Movement

71,925

(182)

Non-operating income/(expenses)

(139,960)

(146,193)


We incurred significant exceptional non-operating expenditures in H1, which tapered off in H2. Going forward, the only expected ongoing cost is the interest accruing on £1.65M of Convertible Loan Notes, included in a non-current liabilities in the Statement of Financial Position.

Additionally, the £36,351 recorded under Acquisition Costs, acquisition-related contingent consideration, and earn-outs pertains to the unwinding of the fair value of the deferred consideration related to the acquisition of our subsidiaries, which is accounted for as post-combination remuneration.

 

 

 

 

 

 

 

 

 

Group Financial Performance

Below shows a detailed reconciliation of the group's underlying trading result to the loss reported in the Consolidated Profit and Loss and Other Comprehensive Income.

Turnover

 

9,279,760

Normalised EBITDA

 

(71,423)

Reconciliation of non-operating income/(expenses)

 

 

Other Income

69,837

 

Exceptional legal fees

(19,815)

 

Post combination renumeration

(36,351)

 

New unit setup

(333)

 

Miscellaneous expense

(17,387)

 

Interest payable

(176,790)

 

Tax

(18,161)

 

Depreciation and other fixed asset costs

(76,360)

 

Bad debt

(102)

 

Foreign exchange movement

(30,143)

 

Total non-operating expenses

305,604

 

Profit/(loss)

 

(377,027)

 

 

 

 

 

 

 

 

 

 

The costs outlined above, including approximately £300,000 arising from accounting adjustments, non-cash movements, and items outside of our control. This demonstrates how our trading performance has been significantly impacted by factors beyond core operations.

In summary, trading in 2024 has remained flat on a like-for-like basis. However, the foundations we have laid and the progress we have made during the year set us up for a positive 2025.

We continue to assess new opportunities to expand our portfolio.

 

Restatements to June 2024

During this last period we have expanded our finance team, refined our internal controls and more closely aligned the reporting across our entities, especially in Japan which would otherwise report against Japanese GAAP. We have also changed our year end to June to align our companies and are thus publishing this second six month interim report before our next audited results. We believe it is prudent to restate the June 2024 interims here to align with the reporting in place as at December 2024. For clarity, these adjustments do not impact our previously audited results.

Details of these restatements can be found in note 4 of our accounting policies.

 

 

 

 

 

Consolidated Statement of Financial Position

 

 

 

For the Six Months ended 31 December 2024

 

 

 


 

 

As restated


 

Unaudited

Unaudited

Audited


Six Months to
31 December 2024

Six Months to
30 June 2024

Year ended
31 December 2023


£

£

£





Non-current assets

 



Property, plant and equipment

3,710,949

3,711,446

199,306

Intangible assets

23,918,581

23,944,043

23,594,130

Investments

80

80

80

Trade and other receivables

-

-                              

101,943


27,629,610

27,655,569

23,895,459

 




Current Assets

 



Inventories

2,699,396

2,757,045

1,727,768

Trade and other receivables

5,481,405

4,370,110

3,293,618

Cash and Cash Equivalents

3,079,607

3,434,781

2,799,380


11,260,408

10,561,936

7,820,766

 




Total Assets

38,890,018

38,217,505

31,716,225

 




Non-current liabilities

 



Trade and other liabilities

3,598,023

4,054,832

1,996,367

Loans and borrowings

8,474,818

8,281,976

1,264,449

Deferred tax

1,799,442

1,799,442

1,799,191


13,872,283

14,136,250

5,060,007

 




Current liabilities

 



Trade and other liabilities

3,150,593

2,373,562

6,099,082

Loans and borrowings

                            -  

                              -  

5,368,149

Provisions

36,282

153,782

286,282


3,186,875

2,527,344

11,753,513

 




Total Liabilities

17,059,158

16,663,594

16,813,520

 




Net Assets

21,830,860

21,553,911

14,902,705

 

 

 

 

 

 

 

 

 




Issued capital and reserves attributable to owners of the parent

 


Share Capital

4,250,018

4,250,018

3,250,018

Share Premium

27,195,826

27,195,826

22,795,826

Shares to be issued

831,450

831,450

831,450

Reverse takeover reserve

(4,797,432)

(4,797,432)

(4,797,432)

Share based payment reserve

6,603,967

6,110,807

6,110,807

Foreign exchange reserve

300,818

140,002

(421,716)

Retained earnings

(12,503,955)

(12,148,488)

(12,815,536)

Non-controlling interest

(49,832)

(28,271)

(50,712)


21,830,860

21,553,911

14,902,705

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Profit and Loss and Other Comprehensive Income



 

For the Six Months ended 31 December 2024

 

 


 

 

 

As restated


 

 

Unaudited

Unaudited

Audited

 


Six Months to

Six Months to

Year ended

 

31-Dec-24

30-Jun-24

31-Dec-23

 





 


£

£

£

 

Revenue

9,279,760

6,878,240

11,202,566

 





 

Cost of Sales

(4,026,635)

(2,423,353)

(3,062,983)

 

Gross Profit

5,253,125

4,454,888

8,139,583

 





 

Other Operating Income

-

-

26,799

 





 

Administrative Expenses

(5,468,688)

(4,588,814)

(10,122,332)

 





 

Acquisition costs, acquisition related contingent consideration and earn outs

(36,351)

413,236

(3,842,615)

 





 

Profit/(Loss) from Operations

(251,914)

279,309

(5,798,565)

 





 

Finance Income

69,837

111,709

41,649

 





 

Finance Expense

(176,790)

(128,372)

(805,786)

 





 

Profit/(Loss) before tax

(358,866)

262,646

(6,562,702)

 





 

Tax expense

(18,161)

(21,871)

471,528

 





 

Profit/(Loss) for the period

(377,027)

240,775

(6,091,174)

 





 

Items that are or may be reclassified subsequently to profit or loss.

 



 

Exchange gain/(loss) arising on translation on foreign operations

160,816

561,718

(421,716)

 





 

Total comprehensive income

(216,211)

802,493

(6,512,890)

 

 


 

Loss for the period attributable to:

 



 

Owners of the parent

(355,467)

218,334

(6,040,462)

 





 

Non-controlling interests

(21,561)

22,441

(50,712)

 



 


(377,027)

240,775  

(6,091,174)

 

 


Consolidated Statement of Changes in Equity

 









For the Six Months ended 31 December 2024

 

 









 

Share capital

Share premium

Shares to be issued

Reverse takeover reserve

Share based payment reserve

Foreign exchange reserve

Retained earnings

Non-Controlling interest

Total Equity

 


£

£

£

£

£

£ 

£

£

£

As restated: At 1 July 2024

4,250,018

27,195,826

831,450

(4,797,432)

6,110,807

140,002

(12,148,488)

(28,271)

21,553,911

 










Comprehensive income for the period

 









Loss for the period

-

-

-

-

-

-

(355,467)

(21,561)

(377,027)

Share based payments

-

-

-

-

493,160

-

-

-

493,160

Exchange gain arising on translation of foreign operations

-

-

-

-

-

160,816

-

-

160,816

Total comprehensive income for the period

               -  

               -  

                   -  

                           -  

493,160

160,816

(355,467)

(21,561)

276,949

 










Issue of share capital

-

-

-

-

-

-

-

-

-                        

Gain on bargain purchase

-

-

-

-

-

-

-

-

-                        

 










At 31 December 2024

4,250,018

27,195,826

831,450

(4,797,432)

6,603,967

300,818

(12,503,955)

(49,832)

21,830,860

 

 

 


NOTES TO THE FINANCIAL STATEMENTS

For the Six Months ended 31 December 2024

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.

These consolidated interim financial statements have been prepared in accordance with the Aquis rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information. The consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2023, which have been prepared in accordance with UK adopted International Accounting Standards.

The interim financial information set out above does not constitute statutory accounts as defined by Section 434 of the Companies Act 2006.  It has been prepared on a going concern basis in accordance with the recognition and measurement criteria of the UK adopted International Accounting Standards.

These consolidated interim financial statements have not been audited or reviewed by the Company's auditor. 

2.    Basis of preparation

The accounting policies applied by the Group in the preparation of these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements for the year ended 31 December 2023.

3.    Basis of consolidation

The Group financial information consolidates the financial performance of the Company and its subsidiary undertakings drawn up to 31 December 2024.

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. They are deconsolidated from the date that control ceases. Intra-group balances and transactions, and any unrealised income and expenses arising from intragroup transactions, are eliminated.

Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Non-controlling interest (NCI) are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition.

 

 

 

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 Other Comprehensive Income (OCI) and accumulated in the foreign exchange reserve, except to the extent that the translation difference is allocated to NCI.

4.    Restatement of prior period balances

The previously reported interim results for the period ending 30 June 2024 have been restated.

As detailed above we have increased the resource in our internal finance team to standardize reporting across our brands, actively refine our internal controls and enhance our internal oversight of operations. This will prevent the requirement for future restatements. We remain committed to continuous improvement and are closely monitoring and addressing areas where further enhancements are needed.

This restatement, in part, reflects the enhanced and standardized procedures now in place which have necessitated adjustments to the financial results of our subsidiaries to June 2024 to present the financial information in consistent format to December 2024. These adjustments have been incorporated into the subsidiary results, thereby impacting the consolidated Group figures.

Additionally, we have corrected the previous treatment of the translation of foreign operations, including the gain on bargain purchase.

The impacts on the Statement of Financial Position and Statement of Income and Retained Earnings are shown below. A detailed breakdown of the restatements and their monetary impact has also been included.

These restatements have been made by the directors to ensure that the financial statements present a true and fair view.

 

 

 

 

 

 

 

 

 

 

Consolidated Statement of Financial Position

 

 

 

 

As previously stated

 

As restated

 

Six Months to
30 June 2024

Impact of restatement

Six Months to
30 June 2024

 

£

£

£

Non-current assets

 



Property, plant and equipment

3,598,266

113,180

3,711,446

Intangible assets

26,331,297

(2,387,254)

23,944,043

Investments

80

                     -  

80

Trade and other receivables

                                 -  

-

 

29,929,642

(2,274,074)

27,655,569

 




Current Assets

 



Inventories

2,763,139

(6,094)

2,757,045

Trade and other receivables

8,038,486

(3,668,376)

4,370,110

Cash and Cash Equivalents

3,434,830

(49)

3,434,781

 

14,236,455

(3,674,519)

10,561,936

 




Total Assets

44,166,097

(5,948,593)

38,217,505

 




Non-current liabilities

 



Trade and other liabilities

4,068,859

(14,027)

4,054,832

Loans and borrowings

9,398,159

(1,116,183)

8,281,976

Deferred tax

1,799,442

-  

1,799,442

 

15,266,460

(1,130,210)

14,136,250

 




Current liabilities

 



Trade and other liabilities

5,050,185

(2,676,626)

2,373,562

Loans and borrowings

-             

                     - 

                                 -  

Provisions

161,282

(7,500)

153,782

 

5,211,468

(2,684,126)

2,527,344

 




Total Liabilities

20,477,928

(3,814,336)

16,663,593

 




Net Assets/Liabilities

23,688,169

(2,134,257)

21,553,911

 




Issued capital and reserves attributable to owners of the parent

 


Share Capital

4,250,018

-  

4,250,018

Share Premium

27,195,826

-

27,195,826

Shares to be issued

831,450

-

831,450

Reverse takeover reserve

(4,797,432)

-  

(4,797,432)

Share based payment reserve

6,110,807

-  

6,110,807

Foreign exchange reserve

(939,200)

1,079,202

140,002

Retained earnings

(8,912,588)

(3,235,900)

(12,148,488)

Non-controlling interest

(50,712)

                22,441  

(28,271)

 

23,688,169

(2,134,257)

21,553,911

Consolidated Profit and Loss and Other Comprehensive Income

 

 

 

 

 

 

As previously stated

 

As restated

 

 

Six Months to
30 June 2024

Impact of restatement

Six Months to
30 June 2024

 

 

£

£

£

 

Revenue

7,077,234

(198,994)

6,878,240

 





 

Cost of Sales

(2,729,343)

305,990

(2,423,353)

 

Gross Profit

4,347,891

106,997

4,454,888

 





 

Other Operating Income

-

-

-

 





 

Administrative Expenses

(3,997,743)

(591,071)

(4,588,814)

 





 

Acquisition costs, acquisition related contingent consideration and earn outs

422,185

(8,949)

413,236

 





 

Profit/(Loss) from Operations

772,333

(493,024)

279,309

 





 

Finance Income

68,036

43,673

111,709

 





 

Finance Expense

(162,376)

34,004

(128,372)

 





 

Profit/(Loss) before tax

677,993

(415,347)

262,646

 





 

Tax expense

(2,633)

(19,238)

(21,871)

 


 

 

 

 

Profit/(Loss) for the period

675,360

(434,585)

240,775

 





 

Items that are or may be reclassified subsequently to profit or loss.

 

 

Exchange gain/(loss) arising on translation on foreign operations

(517,484)

1,079,202

561,718

 





 

Total comprehensive income

157,876

644,617

802,493

 

 

 

 

 

 

Profit/(Loss) for the period attributable to:

 

 

 

 

Owners of the parent

240,775

(22,441)

218,334

 


 

 

 

 

Non-controlling interests

-

22,441

22,441

 

 

240,775

-

240,775

 

 

Details of the individual restatements are included below.

 

Consolidated Statement of Financial Position Restatements

1

2

3

4

 

 

5

6

Total Restatement

 

£

£

£

£

£

£

£

 





 



Non-current assets

 




 



Property, plant and equipment

113,180




 


113,180

Intangible assets


(2,387,254)



 


(2,387,254)

Investments





 


 

Trade and other receivables





 


 

 

113,180

(2,387,254)

 

 

 

 







 



Current Assets

 




 



Inventories





 

(6,094)

(6,094)

Trade and other receivables



(3,735,750)


 

67,374

(3,668,376)

Cash and Cash Equivalents





 

(49)

(49)

 

 

 

(3,735,750)

 

 

61,231

 






 



Total Assets

113,180

(2,387,254)

(3,735,750)

 

 

61,231

 






 



Non-current liabilities

 




 



Trade and other liabilities





 

(14,027)

(14,027)

Loans and borrowings




(1,116,183)

 


(1,116,183)

Deferred tax





 


 

 

 

 

 

(1,116,183)

 

(14,027)

 






 



Current liabilities

 




 



Trade and other liabilities



(3,735,750)

1,116,183

 

(57,058)

(2,676,625)

Loans and borrowings





 


 

Provisions





 

(7,500)

(7,500)

 

 

 

(3,735,750)

1,116,183

 

(64,558)

 






 



Total Liabilities

 

 

(3,735,750)

 

 

(78,585)

 






 



Net Assets/Liabilities

113,180

(2,387,254)

 

 

 

139,816

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 





 



Issued capital and reserves attributable to owners of the parent

 




 








 



Share Capital





 


 

Share Premium





 


 

Shares to be issued





 


 

Reverse takeover reserve





 


 

Share based payment reserve





 


 

Foreign exchange reserve


1,357,819



 

(278,617)

1,079,202

Retained earnings

113,180

(3,745,073)



(22,441)

418,433

(3,235,900)

Non-controlling interest





22,441


22,441

 

113,180

(2,387,254)

 

 

 

139,816

 

 

Details of Statement of Financial Position Restatements

1.    An amount of £113,180 has been recognised relating to the fair value of a right of use asset acquired as part of the Sonotas transaction. This adjustment had been previously omitted on the consolidation of the subsidiaries and has now been recognised. This adjustment has led to an £113,180 increase in Property, plant and equipment and a corresponding entry in retained earnings.

2.    The consolidation of the Japanese subsidiaries has been adjusted. The accumulated depreciation of £2,387,254 on intangible assets arising on consolidation had been omitted and has now been recognised. The amount of £3,227,589 which had previously been recognised as gain on bargain purchase in the Statement of Changes in Equity has been reversed and the Exchange gain arising on translation on foreign operations has been recalculated and revalued by £1,357,819. The previously reported £517,484 loss arising on the translation of foreign operations had been duplicated and allocated into administrative expenses in the Profit and Loss. This has been removed and has resulted in an increase in administrative expenses of £517,484 with a corresponding entry in the foreign exchange reserve.

3.    *An intragroup loan between two subsidiaries has been eliminated. This has resulted in a deduction in Trade and other receivables of £3,735,750 and a corresponding decrease in Trade and other liabilities.

4.    An amount of £1,116,183 which had been recognised in current liabilities has been reallocated to non-current liabilities.

5.    An amount of £22,441 has been recognised in relation to the profit attributable to the non-controlling interests.

6.    During the preparation of the December 2024 Financial statements there have been thorough reviews across the group to reconcile our statement of Financial Position and align reporting across the Group. These cumulative adjustments result in a decrease in Inventories of £6,094, a £67,734 increase in trade and other receivables, a £49 decrease in cash and cash equivalents an increase of £14,027 in non-current trade and other liabilities, a £57,058 increase in current trade and other liabilities and an increase in provisions of £7,500. These cumulative adjustments have led to an increase in net assets of £139,816.

* Adjustments 3 and 4 are reallocation or elimination adjustments and do not impact the previously reported net assets for the group.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Profit and Loss and Other Comprehensive Income Restatements

1

2

3

4

5

6

Total Restatement

 

£

£

£

£

£

£

£









Revenue

 

(53,606)

(121,110)



(24,278)

(198,994)

 








Cost of Sales




292,556


13,434

305,990

Gross Profit

 

(53,606)

(121,110)

292,556

 

(10,844)

 









Other Operating Income
















Administrative Expenses

(517,484)

53,606

121,110

(292,556)

(43,011)

87,264

(591,071)

 








Acquisition costs, acquisition related contingent consideration and earn outs






(8,949)

(8,949)

 








Profit/(Loss) from Operations

(517,484)

 

 

 

(43,011)

67,471

 









Finance Income





43,011

663

43,674

 








Finance Expense






34,004

34,004

 








Profit/(Loss) before tax

(517,484)

 

 

 

 

102,138

 









Tax expense






(19,238)

(19,238)

 








Profit/(Loss) for the period

(517,484)

 

 

 

 

82,900


 

Details of Profit and Loss and Other Comprehensive Income Restatements

1.    As detailed in the Statement of Financial Position statement above, an adjustment of £517,484 arising on the foreign exchange movement for the six months to June 2024 has been added to administrative expense and increased the loss for the period by £517,484.

2.    *A decrease in revenue of £53,806 has been recorded, reflecting the reallocation of discounts previously included in Administrative Expenses. These discounts are now recognised as a deduction from revenue.

3.    *Intragroup royalty transactions amounting to £121,110 have been eliminated from both Revenue and Administrative Expenses.

4.    *Selling and distribution costs totalling £292,556 have been reclassified from Cost of Sales to Administrative Expenses.

5.    *Interest arising from a delayed repayment from HMRC which had previously been recognised in Administrative Expenses has been reallocated to Finance Income.

6.    The cumulative increase in the reported profit of £82,900 arises from the reconciliation carried out across the group as detailed in the Statement of Financial Position restatements.

* Adjustments 2, 3, 4 and 5 are reallocation or elimination adjustments only and have no impact on the previously reported loss for the period.

For more information, please contact:

 

 

Silverwood Brands Plc

Andrew Gerrie

Paul Hodgins

 

info@silverwoodbrands.com 

Peterhouse Capital Limited (Aquis Corporate Adviser)

Mark Anwyl

Narisha Ragoonanthun

Brefo Gyasi

 

+44 (0)20 7469 0930

Market Abuse Regulation (MAR) Disclosure

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation EU 596/2014 as it forms part of retained EU law (as defined in the European Union (Withdrawal) Act 2018).

The Directors of the Company accept responsibility for the contents of this announcement.

 

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