Grant Thornton Polska P.S.A.
ul. Abpa Antoniego Baraniaka 88 E
61-131 Poznań
Polska
T +48 61 62 51 100
F +48 61 62 51 101
www.GrantThornton.pl
Audit – Tax – Accounting – Advisory
Member of Grant Thornton International Ltd
Grant Thornton Polska Prosta spółka akcyjna. Audit Firm No. 4055.
Management Board: Tomasz Wróblewski – President of the Board, Dariusz Bednarski – Vice-President of the Board, Jan Letkiewicz – Vice-President of the Board.
Registered office address: ul. Abpa Antoniego Baraniaka 88 E, 61-131 Poznań, Poland. Tax identification number NIP: 782-25-45-999. REGON: 302021882. Bank account: 31 1090
1476 0000 0001 3554 7340. District Court Poznań – Nowe Miasto i Wilda in Poznań, 8th Commercial Division of the National Court Register, KRS No. 0001002477.
Independent
Auditor’s Report on
Financial Statements
For the Shareholders of Silvair, Inc.
Opinion
We have audited the financial statements of Silvair, Inc. (the Company) with its registered office in USA, San
Francisco, 717 Market Street, Suite 100, prepared for the fulfillment of the obligations of the issuer of securities
listed on the Warsaw Stock Exchange. The financial statements comprise the statement of financial position as
of December 31, 2022, and the statement of profit or loss and other comprehensive income, statement of
changes in equity, statement of cash flows for the year then ended, and notes, comprising a summary of
significant accounting policies and other explanatory notes.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the
Company as of December 31, 2022 and of its financial performance and of its cash flows for the financial year
then ended in accordance with the International Accounting Standards, International Financial Reporting
Standards and related interpretations published in the form of European Commission regulations and adopted
accounting principles (policy).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing adopted as National Standards
on Auditing (NSA) by the National Council of Statutory Auditors’ resolution No. 3430/52a/2019 of March 21,
2019, as amended.
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of
the Annual Financial Statements section of our report.
We are independent of the Company in accordance with the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (IESBA Code) adopted by the National Council of Statutory Auditors’ resolution No. 3431/52a/2019
of March 25, 2019 together with the ethical requirements that are relevant to our audit of the financial
statements in Poland. We have fulfilled our other ethical responsibilities in accordance with these requirements
and the IESBA Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material Uncertainty Related to Going Concern
The Board of Directors in the note to the financial statements „Basis of Going Concern” informed that in
connection with the current proceeds from sales do not yet allow for full financing of the operating and
development activities of the Group, and thus of the Company, in the next 12 months. This situation indicates
the existence of a material uncertainty which may cause significant doubt on the Company’s ability to continue
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as a going concern. In the aforementioned note, the Board of Directors outlined activities aimed to reduce these
risk. In the opinion of the Board of Directors, these activities will be successful, however, there is no such
certainty. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of
the financial statements of the current period. They include the most significant assessed risks of material
misstatement, including assessed risk of material misstatement due to fraud. These matters were addressed in
the context of the audit of the financial statements as a whole, and in forming the auditor’s opinion thereon. In
addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report. Below,
we provided a summary of our response to those risks and where relevant, key observations arising with those
risks. We do not provide a separate opinion on these matters.
Valuation shares
Description
A significant issue in the Company's statement of financial position are shares. Total shares as of December
31, 2022 were 26,843 thousand USD which represented 99.7% of total assets.
Due to the significant contribution to the balance sheet total and the significant judgements and estimates of the
Board of Directors underlying the valuation, there is a risk that the position is overstated.
These disclosures are presented in Notes 2 and 18 to the financial statements.
Auditor’s response
As part of our audit, we performed the following procedures, among others:
• testing the reasonableness of the assumptions made in the impairment tests of the shares, including the
Board of Directors' estimates regarding the forecasts and the substantive and mathematical correctness
of the model used to determine the recoverable amount,
• analysis of the completeness of the disclosures.
Responsibilities of Board of Directors and the Audit Committee for the Annual Financial Statements
The Board of Directors of the Company is responsible for the preparation, of these annual financial statements
that give a true and fair view of the financial position, financial performance and cash flows of the Company in
accordance with the International Accounting Standards, International Financial Reporting Standards and
related interpretations published in the form of European Commission regulations. The Board of Directors of the
Company is also responsible for such internal control as the Board of Directors determines is necessary to
enable the preparation of annual financial statements that are free from material misstatements, whether due to
fraud or error.
In preparing the annual financial statements, the Board of Directors is responsible for assessing the 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 Board of Directors either intends to liquidate the Company or to
cease the operations, or has no realistic alternative but to do so.
The Audit Committee responsible for overseeing the Company’s financial reporting process.
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Auditor’s Responsibilities for the Audit of the Annual Financial Statements
Our objectives are to obtain reasonable assurance about whether the annual 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 NSAs 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 annual financial statements.
As part of an audit in accordance with NSAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the annual financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Management Board.
• Conclude on the appropriateness of the Management Board’s use of the going concern basis of
accounting and based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the annual financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company to cease to
continue as a going concern.
• Evaluate the overall presentation, structure and content of the annual financial statements, including
the disclosures, and whether the annual financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From matters communicated with the Audit Committee, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that the matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.
Other Information
The other information comprises the Board of Directors Report on the Company’s operations for the financial
year ended December 31, 2022, the Corporate Governance Statement which is a separate part of the Report
on the Company’s operations and the Annual Report for the year ended December 31, 2022 (but does not
include the financial statements and our auditor’s report thereon).
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Responsibilities of the Board of Directors
The Board of Directors of the Company is responsible for the preparation of the other information.
Responsibilities of the Auditor
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon that results from NSAs. In connection with our audit of the financial statements,
our responsibility is to read the other information and, in doing so, consider whether it is materially inconsistent
with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of the
other information, we are required to report that fact. Moreover, according to the Regulation of the Minister of
Finance of March 29, 2018 on current and periodic information disclosed by issuers of securities and the
conditions for recognition as equivalent of the information required by law of a non-member state (Journal of
Laws of 2018, item 757) (the Regulation on current and periodic information), we are obliged to on whether the
Company prepared the Statement on non-financial information and to express an opinion on whether the
Company included the required information in the Corporate Governance Statement.
Opinion on the Corporate Governance Statement
In our opinion, the Corporate Governance Statement includes the information required by Paragraph 70 clause
6 point 5 of the Regulation on current and periodic information. The information specified in Paragraph 70
clause 6 point 5 letters c-f, h and i of the Regulation on current and periodic information included in the
Corporate Governance Statement complies with applicable regulations and is consistent with the information
included in the annual financial statements.
Basis for Audit
The accompanying financial statements is not the annual financial statements within the meaning of regulations
in force in Poland. Our audit of these financial statements is not an audit within the meaning of provision of on
the Act of May 11, 2017 on statutory auditors, audit firms, and public supervision (Journal of Laws of 2022, item
1302 as amended).
Renata Art-Franke
Statutory Auditor No.10320
Key Audit Partner performing the audit on behalf of
Grant Thornton Polska Prosta spółka akcyjna,
Poznań, ul. Abpa Antoniego Baraniaka 88 E, Audit Firm No. 4055
Poznań, April 25, 2023.
THIS IS TRANSLATION ONLY. The Polish language version of the report is the only valid and legally binding
version. This translation into English is provided to facilitate understanding of the report.
