HELEN OF TROY LTD

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Helen of Troy Limited

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Helen of Troy Limited and subsidiaries (the “Company”) as of February 28, 2025, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 28, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended February 28, 2025, and our report dated April 24, 2025 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting (“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Olive & June, LLC (“Olive & June”), a wholly-owned subsidiary, whose financial statements reflect total assets (excluding goodwill and intangibles, which are included within the scope of the assessment) and net sales revenue constituting 1.3 percent and 1.2 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended February 28, 2025. As indicated in Management’s Report, Olive & June was acquired during the fiscal year ended February 28, 2025. Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Olive & June.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/GRANT THORNTON LLP

Dallas, Texas

April 24, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Helen of Troy Limited

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Helen of Troy Limited and subsidiaries (the “Company”) as of February 28, 2025 and February 29, 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended February 28, 2025, and the related notes and financial statement schedule included under Schedule II – Valuation and Qualifying Accounts (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2025 and February 29, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 28, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of February 28, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated April 24, 2025 expressed an unqualified opinion.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Estimation of the fair value of the trade name acquired in the acquisition of Olive & June, LLC

As described further in Note 6 to the consolidated financial statements, the Company completed its acquisition of Olive & June, LLC (“Olive & June”) on December 16, 2024. The Company’s accounting for the acquisition required the estimation of the fair value of assets acquired and liabilities assumed. We identified the estimation of the fair value of the acquired trade name as a critical audit matter.

The principal considerations for our determination that the valuation of the acquired trade name is a critical audit matter are that significant inputs and assumptions used to estimate the fair value of the trade name, including revenue growth rates, royalty rates, and the discount rate applied by the valuation specialist have a high degree of estimation uncertainty. This in turn led to a high degree of auditor judgment and subjectivity in performing procedures and evaluating audit evidence related to the aforementioned inputs and assumptions.

Our audit procedures related to the estimation of the fair value of the acquired trade name of Olive & June included the following, among others.

•We tested the design and operating effectiveness of key controls relating to evaluating the fair value model for the trade name and the development of related assumptions such as the estimated revenue growth rates, royalty rates and the discount rate used in the valuation.

•We evaluated the qualifications and competence of valuation specialists engaged by the Company to assist in developing the estimated fair value of the trade name.

•We tested the mathematical accuracy of the fair value models utilized by the valuation specialists and by management in estimating the fair value of the trade name.

•We identified significant inputs and assumptions applied in the estimation of the fair value of the acquired trade name to determine whether the inputs and assumptions were relevant and complete in the circumstances and applied appropriately in the development of the fair value estimate.

•We evaluated the forecasted financial performance of the acquired business by comparing the projected amounts of revenue to actual historical performance or relevant industry data and reconciling significant differences.

•We utilized valuation specialists to evaluate the methodologies used, whether they were acceptable for the underlying fair value determinations and whether such methodologies had been applied appropriately; to evaluate the appropriateness of the discount rate used by developing an independent expectation; and to test the royalty rate applied in the estimation of fair value of the trade name.

Impairment of definite and indefinite-lived intangible assets and goodwill

As described further in Note 7 to the consolidated financial statements, management evaluates goodwill for impairment, at the reporting unit level, annually or more frequently if events or circumstances indicate the carrying value of a reporting unit that includes goodwill might exceed the fair value of that reporting unit. Due to the Company's sustained decline in stock price in the second quarter, an interim triggering event was identified. Further sustained declines and a revision of the Company's forecasted financial performance at year-end indicated additional quantitative testing was required as of year-end. As a result of the year-end quantitative testing, management concluded the fair value of the Drybar definite-lived trade name and Drybar reporting unit was impaired and recorded a $12.8 million and a $38.7 million impairment charge to Other intangible assets, net of accumulated amortization and Goodwill, respectively. We identified the estimation of the fair values of certain definite-lived trade names and trademark licenses totaling $90.0 million, indefinite-lived trade names totaling $54.0 million, and five reporting units' carrying value of goodwill totaling $861.9 million as a critical audit matter.

The principal considerations for our determination that the estimation of fair values of the definite and indefinite-lived intangible assets and reporting units is a critical audit matter are that there is high estimation uncertainty related to significant judgements and assumptions used to project the future cash flows, including revenue growth rates, royalty rates (as applicable to definite and indefinite-lived intangible assets), operating expenses, and discount rates. Changes in these assumptions could materially affect the estimated fair values. This in turn led to a high degree of auditor judgment and subjectivity in performing procedures and evaluating audit evidence related to the aforementioned significant inputs and assumptions.

Our audit procedures related to the estimation of the fair values of the definite and indefinite-lived intangible assets and reporting units included the following, among others.

•We tested the design and operating effectiveness of controls related to the quantitative impairment assessments, including controls over the models and assumptions used in determining the fair values of the definite and indefinite-lived intangible assets and reporting units.

•We evaluated the qualifications and competence of the valuation specialist in developing the estimated fair value of each definite and indefinite-lived intangible asset and reporting unit.

•We tested the mathematical accuracy of the fair value models utilized by the valuation specialist.

•We identified significant inputs and assumptions applied in the estimation of the fair value of each reporting unit and evaluated whether the inputs and assumptions were complete and relevant in the circumstances and applied appropriately in the development of the fair value estimates.

•We evaluated the forecasted financial performance used as a basis for determining the fair value of each of the definite and indefinite-lived intangible assets and reporting units by comparing the projected amounts of revenue, operating expense and cash flows to actual historical performance or relevant industry data and reconciling significant differences.

•We reconciled the aggregate fair value of all of the Company's reporting units to the total enterprise value (market capitalization plus long-term debt) of the Company as of the testing date and reconciled any difference in value by comparing to representative control premiums.

•We utilized valuation specialists to evaluate: the methodologies used, whether they were acceptable for the underlying fair value determinations and whether such methodologies had been applied appropriately; the appropriateness of the discount rate and royalty rate used by the valuation specialist by developing an independent expectation.

/s/GRANT THORNTON LLP

We have served as the Company’s auditor since 2007.

Dallas, Texas

April 24, 2025