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1.
General Information
1.1
Group
Chill Brands Group, PLC (\u201cthe Company\u201d) and its subsidiaries (together \u201cthe Group\u201d) are involved in the sale and
distribution of nicotine-free vape products and other fast-moving consumer packaged-goods products. The
Company, a public limited company incorporated and domiciled in England and Wales, is the Group\u2019s ultimate
parent company. The Company was incorporated on 13 November 2014 with Company Registration Number
09309241 and its registered officed and principle place of business is 27/28 Eastcastle Street, London W1W 8DH.
1.2
Company Income Statement
The Company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own profit
and loss account in these financial statements. The loss for the financial period dealt with in the accounts of the
Company amounted to
\u00a32,448,403 (2023: loss \u00a34,588,573). The Parent Company has elected to prepare its
financial statements in accordance with UK-adopted IAS.
2.
Basis of Preparation
The Consolidated Financial Statements of the Group have been prepared in accordance with UK-adopted
International Accounting Standards . The Consolidated Financial Statements have been prepared under the
historical cost convention as adjusted to fair values where applicable. The principal accounting policies are set out
below and have, unless otherwise stated, been applied consistently for all periods presented in these Consolidated
Financial Statements. The financial statements are prepared in pounds sterling and presented to the nearest pound.
2.1
Basis of Consolidation
The Group financial information incorporates the financial information of the Company and its controlled
subsidiary undertakings, drawn up to 31 March 2024. Control is achieved where the Company:
\u25cf Has power over the investee;
\u25cf Is exposed, or has rights, to variable return from its involvement with the investee; and
\u25cf Has the ability to use its power to affect its returns.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the
Company loses control of the subsidiary.
Where necessary, adjustments are made to the financial information of subsidiaries to bring accounting policies
into line with those used for reporting the operations of the Group. All intra-group transactions, balances, income
and expenses are eliminated on consolidation.
2.2
Going Concern
The financial statements have been prepared on a going concern basis, which assumes that the Group will continue
in operational existence for the foreseeable future, being a period of at least twelve months from the date of
approval of these financial statements. In forming their conclusion, the Directors have undertaken a comprehensive
assessment of the Group\u2019s current financial position, cash flow forecasts, available funding arrangements, and
associated risks.
In the time since the end of the Period, the Company\u2019s operations were primarily supported through revenue
generated from commercial activities undertaken in the prior financial year, supplemented by funds raised in a
\n
financing round completed in January 2024. This period required particularly careful cash management, as the
Company\u2019s financial position was impacted by the significant legal and professional costs incurred in relation to
corporate disputes and associated matters.
Looking ahead to the financial year commencing 1 April 2025, the Board expects the Company\u2019s financial
requirements to be met through further capital raising activities. On 23 May, the Company announced that it had
raised \u00a31 million from subscriptions for the issue of convertible loan notes carrying an annual interest rate of 10%,
a three-year maturity, and convertible into ordinary shares at a price of 1.5 pence per share. In addition, investors
will receive warrants attached to the CLNs, priced in line with the volume-weighted average price (VWAP) of the
Company's shares at the time of each drawdown.
The Board considers that the capital provided under the current financing facility will be sufficient to support the
continuation of the Company\u2019s core commercial operations throughout the financial year ending 31 March 2026.
Nevertheless, it may be necessary for the Company to raise additional funding in the future in order to remain
viable as a going concern, particularly in the event of unforeseen operational costs or if strategic growth
opportunities are to be pursued.
Based on the Company\u2019s demonstrated ability to secure financial backing from both new and existing investors
in recent periods, and the continued support of major shareholders, the Directors are confident in their ability to
raise further funds if and when required.
However, there remains a material uncertainty which may cast significant doubt on the Company\u2019s ability to
continue as a going concern. The ability of the Company to continue its operations is dependent on the successful
raising of additional funding as and when required. These conditions indicate the existence of a material
uncertainty which may cast significant doubt upon the Company\u2019s ability to continue as a going concern and,
therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business.
The Directors have reviewed detailed cash flow projections covering the period to 30 June 2026, which take into
account the anticipated timing of drawdowns under the CLN facility and the projected cost base of the Group
under various trading scenarios. These projections indicate that the Group will have sufficient financial resources
to meet its liabilities as they fall due, subject to successful execution of the fundraising strategy and timely access
to committed capital.
However, the Directors acknowledge that material uncertainty exists in relation to the Group\u2019s ability to raise
additional capital beyond the currently committed facility in the event that revenue growth does not accelerate in
line with management expectations. In such a scenario, it may be necessary to implement further cost reduction
measures to preserve liquidity. These may include the deferral or reduction of Directors\u2019 remuneration, the scaling
back of commercial operations to a core cost base, the renegotiation or termination of supplier agreements, and a
reduction in personnel. While these actions could have an adverse impact on commercial performance, they are
expected to materially reduce operating expenses and thereby extend the Group\u2019s cash runway.
Notwithstanding this material uncertainty, after making enquiries and considering the options available to the
Company, the Directors have a reasonable expectation that the Company has adequate resources to continue in
operational existence for at least 12 months from the date of approval of these financial statements. Accordingly,
the Directors continue to adopt the going concern basis of accounting in preparing these financial statements.
2.3
Business Combinations
There were no Business Combinations as defined by IFRS 3 (revised) during the period.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The cost of acquisition
\n
is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or
assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs
directly attributable to the business combination. The acquiree\u2019s identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair values at the acquisition
date.
2.4
Revenue Recognition
The Group has received revenue during the period from the sale of nicotine-free vape products and other
related products. The Group has both online sales of these products and retail sales through distribution
channels in the United States and United Kingdom.
Online sales; the Group recognises revenues from the sales of products as the performance obligations are met.
These performance obligations are met once the product has been invoiced and shipped to the purchaser under the
terms of the contract and the significant risks and rewards of ownership have been transferred to the customer.
Retail sales; the Group has distribution agreements with wholesale distributors who distribute the products to retail
stores throughout the United States and United Kingdom. Revenue on distributor sales is recognised as the
performance obligation is satisfied when the distributor initiates a purchase order and the product has shipped.
For retail customer revenue, the performance obligation is satisfied when all contractual terms are met and
ownership has been transferred to the customer.
Market Place Arrangement Sales; the Group has marketplace agreements with vendors who sell products on the
Chill.com domain and pay Chill a commission fee. Revenue on Market Place Arrangement sales is recognised as
the performance obligation is satisfied once the product owned by the vendor has been delivered to the purchaser
under the terms of the contract and the significant risks and rewards of ownership have been transferred to the
customer.
All revenues have been recognised at a point in time under IFRS 15 Revenue from Contracts with Customers.
2.5
Segmental Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker (\u201cCODM\u201d). The CODM, who is responsible for allocating resources and assessing performance
of the operating segments, is Callum Sommerton, CEO.
A business segment is a group of assets and operations engaged in providing products or services that are subject
to risks and returns that are different from those of other operating segments.
The Board of Directors assess the performance of the operating segments (by geographical location, being the UK
and US) based on the measures of revenue, gross profit, operating profit and assets employed.
2.6
Foreign Currency Translation
The Company\u2019s consolidated financial statements are presented in Sterling (\u00a3), which is also the functional
currency of the parent company. The individual financial statements of each group entity are presented in the
currency of the primary economic environment in which the entity operates (its functional currency). For UK
based companies the functional currency is Sterling and for all USA based companies the functional currency is
US Dollars.
In preparing the financial statements of the individual entities, transactions in currencies other than the entity\u2019s
functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the
rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign
\n
currencies are retranslated at the rates prevailing on the date when the fair value was determined.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are
included in the income statement for the period. When a gain or loss on a non-monetary item is recognised directly
in equity, any exchange component of that gain or loss is also recognised directly in equity. When a gain or loss on a non-
monetary item is recognised in the income statement, any exchange component of that gain or loss is also recognised in
the income statement.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group\u2019s foreign
operations (including comparatives) are expressed in Sterling using exchange rates prevailing on the balance sheet
date. Income and expense items (including comparative) are translated at the average exchange rates for the period.
Exchange differences arising, if any, are recognised in equity. Cumulative translation differences are recognised
in profit or loss in the period in which the foreign operation is disposed of.
2.7
Defined Contribution Pension Funds
The Group pays contributions related to salary to certain UK employees\u2019 individual pension schemes. The pension
cost charged against profits represents the amount of the contributions payable to the schemes in respect of the
accounting period. No separate provision is made in respect of non-UK employees.
2.8 Investment In Subsidiaries
Investment in subsidiaries comprises shares in the subsidiaries stated at cost less provisions for impairment.
2.9
Property, Plant, and Equipment
All plant and machinery is stated in the financial statements at cost of acquisition less a provision for depreciation
and impairment.
Depreciation is charged to write off the cost less estimated residual values of plant and equipment on a straight line basis
over their estimated useful lives and included in administrative expenses in the statement of comprehensive income.
Estimated useful lives and residual values are reviewed each year and amended if necessary.
Fixed Assets Useful lives
Office and field equipment and furniture 3-7 years
Right of Use Lease Assets
The Group determines if an arrangement is a lease at inception if the contact conveys the right to control the use
and obtain substantially all the economic benefits from the use of an identified asset for a period of time in
exchange for consideration.
The Group identifies a lease as a finance lease if the agreement includes any of the following criteria: transfer of
ownership by the end of the lease term; an option to purchase the underlying asset that the lessee is reasonably
certain to exercise; a lease term that represents 75 percent or more of the remaining economic life of the underlying
asset; a present value of lease payments and any residual value guaranteed by the lessee that equals or exceeds 90
percent of the fair value of the underlying asset; or an underlying asset that is so specialised in nature that there is
no expected alternative use to the lessor at the end of the lease term. A lease that does not meet any of these criteria
is considered an operating lease.
Lease right-of-use assets represent the Group\u2019s right to use an underlying asset for the lease term and lease
liabilities represent the Group\u2019s obligation to make lease payments arising from the lease. Right-of-use assets and
liabilities are recognised at the commencement date of a lease based on the present value of lease payments over
\n
the lease term. The Group\u2019s lease terms may include options to extend or terminate the lease. The Group includes
these extension or termination options in the determination of the lease term when it is reasonably certain that the
Group will exercise that option. The Group does not recognise leases having a term of less than one year in our
consolidated statement of financial position.
Lease modifications are accounted for as a separate lease if the modification increases the scope of the lease by
adding the right to use one or more underlying assets, and the consideration for the lease increases by an amount
commensurate with the stand-alone price for the increase in scope. Other modifications are remeasured by
adjusting the lease liability and the right-of-use asset using a revised discount rate at the effective date of the
modification.
2.10
Intangible Fixed Assets
The Group purchased the domain name Chill.com on 22 June 2021. This domain name is the only intangible asset
held by the Group.
This domain name is stated in the financial statements at its cost of acquisition less accumulated amortisation. The
domain name is amortised over 25 years using the straight line method. The amortisation expense is included in
administrative expenses in the statement of comprehensive income. The balance as at 31 March 2024 is \u00a31,135,497
(2023: \u00a31,209,424). The amortisation expense for the year ended 31 March 2024 is \u00a351,521 (2023: \u00a350,470). The
net impact of translation adjustments on the intangible asset in the year ended 31 March 2024 was \u00a322,406 (2023:
\u00a369,669) .
In accordance with IAS 36 Impairment of Assets, the Group assesses impairment of the intangible asset if internal
or external factors or events cause the discounted fair value to be below the carrying value of the intangible asset.
Assessment is performed as to whether indicators are met; at which point if they are an impairment assessment is
performed whereby the Company assesses the carrying value versus the recoverable amount. Any impairment is
recognised within administrative expenses in the statement of comprehensive income. Management has deemed
the recoverable amount to be the value in use, which is determined via discounting future cash flows using an
appropriate discount rate.
2.11
Impairment Testing of Property, Plant and Equipment
At each balance sheet date, the Group assesses whether there is any indication that the carrying value of any asset may be
impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the
extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset,
the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash-generating units).
Individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset\u2019s or cash-generating unit\u2019s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions
less costs to sell, and value in use, based on in internal discounted cash flow evaluation. Any remaining impairment
loss is charged pro rate to the other assets in the cash generating unit.
2.12 Inventories
Inventories are stated at lower of cost and net realisable value. Costs of inventories are determined on a first-in-
first-out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of
competition and costs necessary to make the sale.
\n
Given the shelf\u2010life of the Company\u2019s products, along with their relative saleability depending on remaining
useful life, the following inventory provisioning policies shall apply. Exceptions may be applied at the discretion
of the Board.
Label Life Remaining Recognised Value (%)
Receipt of Product
100%
Six
Months
75%
Four Months
50%
Two Months
25%
One Month
10%
Post
-
Expiry Date
0%
2.13
Long-Term Debt
Government Loans
The Group received a Paycheck Protection Program (PPP) loan during the year ended 31 March 2021 from the
Small Business administration (SBA) as part of the Coronavirus Aid, Relief and Economic Security Act (CARES
Act). The loan is designed for qualifying businesses for amounts up to 2.5 times of the average monthly payroll
expense of the qualifying business. The SBA will forgive PPP loans if all employee retention criteria are met and
the funds are used for eligible expenses. The PPP loan initially is recorded as debt on the financials and 100%
unsecured. If the loan is not forgiven, the Group must pay monthly principal and interest payments loan at a stated
interest rate per year. The Group recognises grant income equal to PPP proceeds received upon forgiveness of the
loan.
The Group received a Bounce Back Loan Scheme (BBLS) loan during the year ended 31 March 2021 managed
by the British Business Bank on benefit of and with the financial backing of the Secretary of State for Business,
Energy and Industrial Strategy. The BBLS loan initially is recorded as debt on the financials and the Group pay
monthly principal and interest payments at a stated interest rate.
See Note 24 for additional information regarding these loans.
Convertible Loan Notes
The convertible loan note agreements, entered into by the Company in the prior financial year ended 31 March
2023, have been classified as compound financial instruments under IAS 32 Financial Instruments: Presentation.
The fair value of the liability component is valued at the net present value of the contracted future cash flows,
discounted at the Group\u2019s estimated cost of borrowing and is reported within loans and current maturity of loans.
Interest imputed on the liability component is amortised to the statement of comprehensive income on a straight-
line basis over the life of the instrument. The equity component represents the residual amount after deducting
the amount for the liability from the value of the loan note principal. Further details of the loan note can be found
in Note 24.
2.14 Equity
Share capital is determined using the nominal value of shares that have been issued.
The Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction
costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax
benefits. Equity-settled share-based payments are credited to a Share-based payment reserve as a component of equity
until related options or warrants are exercised.
Shares to be issued are credited to the shares to be issued reserve as a component of equity until related shares are
\n
issued.
Retained loss includes all current and prior period results as disclosed in the income statement.
2.15
Share-based Payments
The Group has issued warrants to investors and certain counterparties and advisors as well as share options to its
Directors and US based staff.
Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting
conditions) at the date of grant. The fair value so determined is expensed on a straight-line basis over the vesting period,
based on the Group\u2019s estimate of the number of shares that will eventually vest and adjusted for the effect of non-market
based vesting conditions.
Fair value is measured using either a Black Scholes or Monte Carlo pricing model, depending upon which
methodology is most appropriate in relation to the terms and conditions of the options or warrants granted. The
key assumptions used in the models have been adjusted, based on management\u2019s best estimate, for the effects of
non-transferability, exercise restrictions and behavioral considerations.
The Group issues shares allocated as compensation to its US based staff and Directors. Upon vesting date, the
shares are valued at the stated par value and share premium and recorded as compensation expense and share
premium in the financial statements.
2.16 Taxation
Tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the
income statement because it excludes items of income or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible. The Group\u2019s liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using
the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilized. Such assets and liabilities are not
recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable
profit not the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and
associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date 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 calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset
realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly
to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends
to settle its current tax assets and liabilities on a net basis.
\n
2.17
Financial Assets and Liabilities Financial Assets
(a)
Classification
The Group classifies its financial assets at amortised cost. The classification depends on the purpose for which the
financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
(b)
Recognition and measurement
Amortised cost
Regular purchases and sales of financial assets are recognised at cost on the trade date, the date on which the
Group commits to purchasing or selling the asset. Financial assets are derecognised when the rights to receive cash
flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the
risks and rewards of ownership.
(c)
Impairment of Financial Assets
The Group recognises an allowance for expected credit losses (\u201cECLs\u201d) for all debt instruments not held at fair
value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance
with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the
original expected interest rate (\u201cEIR\u201d). The expected cash flows will include cash flows from the sale of collateral
held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in
credit risk since initial recognition. ECLs are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the
Group applied the simplified approach in calculation ECLs, as permitted by IFRS 9. Therefore, the Group does
not track changes in credit risk, but instead, recognised a loss allowance based on the financial asset\u2019s lifetime
ECL at each reporting date.
The Group considers a financial asset to be in default when internal or external information indicates that the
Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit
enhancements held by the Group. A financial assets is written off when there is no reasonable expectation of
recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to
ongoing negotiations or enforcement activity.
Additionally, the Group will also take into account any circumstances relating to trade debtors when determining
whether an asset is in default or not. Where the Group considers there to be a reasonable prospect of recovery,
especially where there is an ongoing trading relationship with the debtor, the Group may consider it appropriate
not to deem an asset in default.
(d)
Derecognition
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or
when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.
On derecognition of a financial asset measured at amortised cost, the difference between the asset\u2019s carrying amount
and the sum of the consideration received and receivable is recognised in profit or loss.
\n
Financial liabilities
(a)
Classification
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,
loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as
appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs. The Group\u2019s financial liabilities include trade and other
payables and loans.
(b)
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial
recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are
incurred for the purpose of repurchasing in the near term. This category also includes derivative financial
instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as
defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the
statement of profit or loss and other comprehensive income.
Trade and other payables
After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method.
Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities
are derecognised, as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss and other
comprehensive income.
(c)
Derecognition
A financial liability is derecognised when the associated obligation is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of
an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of
the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognised in profit or loss and other comprehensive income.
Liabilities within the scope of IFRS 9 are classified as financial liabilities at fair value through profit and loss or
other liabilities, as appropriate. A financial liability is derecognised when the obligation under the liability is
discharged or cancelled or expires. Financial liabilities included in trade and other payables are recognized initially
at fair value and subsequently at amortised cost.
2.18 Significant estimates and judgements
In the process of applying the entity\u2019s accounting policies, management makes estimates and assumptions that
have an effect on the amounts recognised in the financial information. Although these estimates are based on
management\u2019s best knowledge of current events and actions, actual results may ultimately differ from those
estimates. The key assumptions concerning the future, and other key sources of estimation uncertainty at the
balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial period, are those relating to:
\u25cf
the carrying value and recoverability of investments in, and loan to, subsidiary companies (Note 14)
\u25cf
Fair value of options and warrants granted (Note 20)
\u25cf
Useful life, lifespan and carrying value of the domain name Chill.com (Note 13)
\n
\u25cf
the provisions for inventory assets (Note 15)
\u25cf
the calculation of the debt and equity component of the convertible loan notes (Note 22)
Carrying Value and recoverability of Investment in, and Loan to, Subsidiary Companies
The Company has invested in the subsidiary companies which, whilst generating revenues, are not yet
profitable or providing cash flows. The estimates used in forecasting the potential future cash generation by
the own-branded product operations focus on business sensitive factors such as distribution agreements, sales
volume, pricing and cost of sales. The Directors considered the recoverability of the loans to subsidiaries and
do not expect to recover the loans in the near future. Due to this the Group has considered it necessary to
impair the entirety of the loans to subsidiary companies.
Fair Value of Options and Warrants Granted
Fair value is measured using either a Black Scholes or Monte Carlo pricing model, depending upon which
methodology is most appropriate in relation to the terms and conditions of the options or warrants granted. The
key assumptions used in the models have been adjusted, based on management\u2019s best estimate, for the effects of
non-transferability, exercise restrictions and behavioral considerations, see Note 20.
Useful life and Recoverability of the Carrying Value of the Domain Name
The domain name is amortised over 25 years using the straight line method, which was determined to be the
estimated useful life of the domain name asset by the Group based on industry analysis. The Group analyses
impairment of the domain name if internal or external factors or events cause the recoverable amount to be below
the carrying value of the intangible asset. An impairment loss is recognised within administrative costs within the
statement of comprehensive income for the amount by which the asset\u2019s carrying amount exceeds its estimated
recoverable amount less costs to sell. The discounted cash flow approach was undertaken in assessing the domain
name impairment.
We have prepared a discounted cash flow model projecting cash flows from 2025 to 2045, incorporating annual
sales growth, gross margins, a present value discount at the rate of 14.44% based on the Capital Asset Pricing
Model (CAPM), and a terminal value as at 2045.
Provisions for Inventory Assets
Given the shelf\u2010life of the Company\u2019s products, along with their relative salability depending on remaining useful
life, the Group provides inventory provisions based on estimated shelf live, discussed above in note 2.12.
Provisions for inventory are recorded when events or changes in circumstances indicate the carrying cost of
inventories will not be fully realised.
Convertible Loan Note Classification
The convertible loan note agreements, entered into by the Company in prior financial period have been classified
as compound financial instruments under IAS 32. The fair value of the liability component is valued at the net
present value of the contracted future cash flows, discounted at the Group\u2019s estimated cost of borrowing of 12.5%.
The equity component represents the residual amount after deducting the amount for the liability from the value
of the funds received.
Measurement of expected credit losses
The measurement of both the initial and ongoing ECL allowance for trade receivables measured at amortised cost
is an area that requires the use of significant assumptions about credit behaviour such as likelihood of customers
defaulting and the resulting losses. In assessing the probability of default, the Board has taken note of the
experience and loss history of its customers which may not be indicative of future losses. The default probabilities
are based on a number of factors including customer and sectoral trends which the Board believes to be a good
predictor of the probability of default. The Group has applied the simplified approach to recognise lifetime
expected credit losses for its trade receivables as required or permitted by IFRS 9.
\n
Management has performed a calculation to ascertain the expected credit loss provision, which for the year ended
31 March 2024 amounted to \u00a3180,000 (2023: \u00a3nil). The movement has been recognised in the statement of
comprehensive income.
2.18
Standards, Amendments and Interpretations to Existing Standards that are not yet Effective and
Have not been Early Adopted by the Group
(a)
New and amended Standards and Interpretations adopted by the Group and Company
No standards or Interpretations that came into effect for the first time for the financial year beginning 1 April 2023
have had an impact on the Group.
(b)
New and amended Standards and Interpretations issued but not effective for the financial year beginning 1
April 2024
At the date of approval of these financial statements, the following standards and interpretations which have not
been applied in these financial statements were in issue but not yet effective (and in some cases had not been
adopted by the UK):
- Amendments to IAS 21: Lack of exchangeability \u2013 effective 1 January 2025*
- Amendments to IFRS 18: Presentation and Disclosures in Financial Statements \u2013 effective 1 January 2027*
- Amendments to IFRS 19: Subsidiaries without Public Accountability: Disclosures \u2013 effective 1 January
2027*
*subject to UK endorsement
The new and amended Standards and Interpretations which are in issue but not yet mandatorily effective are not
expected to be material.
3.
Revenue
2024 2023
\u00a3 \u00a3
Sales of consumer packaged goods products 1,908,020 82,840
The geographical split of revenues which all related to nicotine-free vapes or sales of third party branded products
can be seen in note 4 below.
Approximately 85% of the Company\u2019s sales during the year ended 31 March 2024 were derived from one UK
customer.
4.
Segment Reporting
Under IFRS 8, there is a requirement to show profit or loss for each reportable segment and total assets
and total liabilities for each reportable segment if such amounts are regularly provided to the CODM,
being the Chief Executive Officer.
The Company considers there is only one business segment and
the Group has analysed the Group\u2019s activity based on geographical location.
\n
Results by geographical location:
US Operations
UK
Operations
Intra-Group
Eliminations Total
Year ended 31 March 2024 \u00a3 c \u00a3 \u00a3
Revenue
68,719 1,839,301 - 1,908,020
Cost of revenue
(83,541) (956,512) - (1,040,053)
Obsolete inventory expense
(367,507) (27,650) - (395,157)
Gross profit (loss)
(382,329) 855,139 - 472,810
Other
operating costs
(1,461,021) (2,072,934) 10,448 (3,523,507)
Finance costs
(5,149) (371,933) - (377,082)
Finance
income
12 87,021 - 87,033
Other income
25 245 - 270
Recovery (impairment) of
intercompany loan
1,104,240 (1,093,792) (10,448) -
Net loss from continuing
activities
(744,222) (2,596,254) - (3,340,476)
Total assets
1,618,577 3,646,648 - 5,265,225
Net
assets
1,065,635 1,505,241 - 2,570,876
US Operations UK Operations Intra-Group
Eliminations
Total
Year ended 31 March 2023 \u00a3 c \u00a3 \u00a3
Revenue
64,167 18,673 - 82,840
Cost of revenue
(33,964) (27,834) - (61,798)
Obsolete inventory expense
(139,337) (88,564) - (227,901)
Gross profit (loss)
(109,134) (97,725) - (206,859)
Share-based payments
charge
- (1,126,846)
- (1,126,846)
Other operating costs
(1,822,625) (813,490) - (2,636,115)
Finance costs
(323,556) (323,556)
Other income
6,053 24,309 - 30,362
Recovery (impairment) of
intercompany loan
2,184,257 (2,251,265) 67,008 -
Net income (loss) from
continuing activities
258,551 (4,588,573) 67,008 (4,263,014)
Total
assets
2,453,101 3,687,972 - 6,141,073
Net assets
/ (liabilities)
1,839,721 (961,049) - 878,672
All of the Group\u2019s activities related to its business in the United States and UK. Information relating to the
CBD activities are shown in the primary statements, therefore all IFRS disclosures are incorporated
within other notes to the financial statements.
\n
5.
Nature of Expenses
2024 2023
\u00a3 \u00a3
Within administrative expenses and share expenses for options
granted, the following non-cash expenses are included:
Depreciation of property, plant and equipment 13,150 14,405
Depreciation of right of use asset 150,200 67,904
Amortisation of the domain name \u201cChill.com\u201d 51,521 50,470
Provision for expected credit losses 180,000 -
Finance costs 377,082 323,556
Share-based payments charge - 1,126,846
Lease operating expenses - 48,669
Auditor\u2019s remuneration
- Audit of Group (note 7) 122,000 122,000
- Non-audit services 45,000 -
Director\u2019s remuneration (including share-based payment charge) 427,347 434,277
Staff costs (including Directors) 550,558 609,386
6.
Directors and Staff Costs
The average number of staff during the year, including Directors, was 7 (2023: 5). As shown staff costs
for the Group, for the year, including Directors, were:
2024 2023
\u00a3 \u00a3
Salaries 469,359 536,049
Pension contributions 2,642 2,311
Healthcare Costs 57,281 46,287
529,282 584,647
Social Security and other payroll tax costs 21,277 24,739
550,559 609,386
The Directors have determined that there are no key management personnel other than the Directors
during the year. Management remuneration paid and other benefits supplied to the Directors during the
period plus the associated social security costs were as follows:
2024 2023
\u00a3 \u00a3
Salaries 348,081 367,247
Pension contributions 2,642 2,311
Healthcare Costs 49,221 46,287
399,944 415,846
Social Security and other payroll tax costs 27,403 18,431
427,347 434,277
\n
7.
Auditor\u2019s Remuneration
2024
2023
Chill Brand Group PLC
\u00a3
\u00a3
Fees payable to the company\u2019s auditor for the audit of the individual
and group accounts
67,200
67,200
Non
-
audit services
45,000
-
Chill Corporation
Fees payable to the company\u2019s auditor for the audit of the individual
accounts
54,800
54,800
8.
Taxation
2024 2023
\u00a3 \u00a3
Current tax - -
Deferred tax - -
Total - -
The charge/credit for the period is made up as follows:
Corporate taxation on the results for the period - -
UK - -
Non-UK - -
Taxation charge/credit for the period - -
A reconciliation of the tax charge/credit appearing in the income statement to the tax credit that would result
from applying the standard rate of tax to the results for the period is:
Loss per accounts (3,370,293) (4,287,891)
Tax credit at the standard rate of corporation tax at a combined rate of
24% (2023:20%) (808,870) (857,578)
Impact of unrelieved tax losses carried forward 808,870 (857,578)
Taxation credit for the period - -
The Directors consider that there are no material disallowable costs or timing differences in respect of the current year.
Estimated tax losses of \u00a314.9 million (2023: \u00a311.9 million) may be available for relief against future profits,
however, the estimated tax losses are dependent on eradication of losses on the change from a natural resources
business to a consumer packaged-goods business. The deferred tax asset not provided for in the accounts based on
the estimated tax losses and the treatment of temporary timing differences, is approximately \u00a33.2 million (2023:
\u00a32.4 million). Utilisation of these losses in future may or may not be possible depending upon future profitability
within the Group and the continued availability of the losses due to the change in the Group\u2019s core activities. The
losses from the previous oil and gas activities have been excluded from the above due to the uncertainty of the
value of the losses due to the change in activities.
No deferred tax asset has been recognised by the Group due to the uncertainty of generating sufficient future
profits and tax liability against which to offset the tax losses. Although current tax rates in the U.S. differ to those
in the UK, due to the uncertainty of timing of any available relief and the Corporation tax rates that would be
applicable at that time in either the UK or the U.S., where the Group\u2019s operations principally occur, the Directors
have assumed that the applicable tax rate will be 24%, which is a blended rate given that the tax rate in the USA
is 21 percent and the main profits rate in the UK is 25 percent.
\n
9.
Loss for the Period from Discontinued Activities
During the year ended 31 March 2020, the Board decided that the Group should withdraw from all oil and gas
activities due to the continued volatility in the sector and the lack of progress in establishing profitable niche
positions for the Group. The Group disposed of its interest in its East Denver producing wells, its Kansas
operations and its patent portfolio along with its premises leases during the current year. The Group continues to
incur costs on this sector in relation to the growing of the vegetation of the land in order to retrieve the bond
deposit with the state.
The results of the discontinued operations which have been included in the consolidated income statement were
as follows:
Year ended 31
March 2024
Year ended 31
March 2023
\u00a3 \u00a3
Revenue and other income - -
Administrative expenses (29,817) (24,877)
Operating loss (29,817) (24,877)
Loss on ordinary activities before taxation (29,817) (24,877)
Taxation on loss on ordinary activities - -
Loss for the period from discontinued activities (29,817) (24,877)
Cash flows from discontinued activities
Operating activities (29,817) (24,877)
Investing activities - -
Financing activities - -
(29,817) (24,877)
10.
Loss Per Share
Loss (\u00a3)
Weighted average number
of shares
Per share amount
(\u00a3)
For the year ended 31 March 2024
Basic loss per share:
Continuing activities (3,340,476) 345,693,745 (0.96)p
Discontinued activities (29,817) 345,693,745 (0.01)p
Totals (3,370,293) 345,693,745 (0.97)p
For the year ended 31 March 2023
Basic loss per share
Continuing activities (4,263,014) 242,977,694 (1.75)p
Discontinued activities (24,877) 242,977,694 (0.01)p
Totals (4,287,891) 242,977,694 (1.76)p
The calculation of the loss per share is based on the weighted average of 345,693,745 shares (2023: 242,977,694
shares). The calculation includes ordinary shares in issue during the period and on the loss for the financial period
after taxation of \u00a33,370,294 (2023: \u00a34,287,891) split between the loss on continuing activities of \u00a33,340,476 (2023:
\u00a34,263,014) and the loss on discontinued activities of \u00a329,817 (2023: \u00a324,877).
Basic earnings per share is based on net income and is calculated based upon the daily weighted-average number
\n
of common shares outstanding during the periods presented, Also, this calculation includes fully vested stock
awards that have not been issued as common stock.
Diluted loss per share is calculated by dividing the results after tax attributable to members by the weighted average
number of shares in issue, adjusted for potentially dilutive share options. Given that the Group is in a loss position,
diluted loss per share has not been presented and the basic measure has been used.
11.
Property, Plant and Equipment
Group Cost Plant and Equipment Total
\u00a3 \u00a3
At 31 March 2022 90,048 90,048
Translation adjustment 5,462 5,462
At 31 March 2023 95,510 95,510
Depreciation
At 31 March 2022 35,875 35,875
Charge for the year 14,405 14,405
Translation adjustment 2,618 2,618
At March 31 2023 52,898 52,898
Cost
At 31 March 2023 95,510 95,510
Translation adjustment (1,808) (1,808)
At 31 March 2024 93,702 93,702
Depreciation
At 31 March 2023 52,898 52,898
Charge for the year 13,150 13,150
Translation adjustment (1,126) (1,126)
At 31 March 2024 64,922 64,922
Net book Value
At 31 March 2022 54,173 54,173
At 31 March 2023 42,612 42,612
At 31 March 2024 28,780 28,780
12.
Right-of-Use Asset
Asset Liability
\u00a3 \u00a3
As of 31 March 2023 210,216 (218,141)
Lease additions 94,703 (94,703)
Lease modifications 27,826 (27,826)
Depreciation of right of use assets (152,089) -
Lease liability principal repayments - 151,873
Foreign currency differences (2,538) 4,161
As of 31 March 2024 178,118 (184,636)
\n
Future minimum lease payments under non-cancellable
operating leases 31 March 2024
\u00a3
Within one year 92,393
Within two to five years 92,243
Total 184,636
The Group leases an office and warehouse space under non-cancelable operating leases with remaining lease
terms expiring on 30 April 2026 ( with an option to extend for another 5 years) and 31 May 2024, respectively.
The right of use assets are carried at \u00a3178,118 and is reported within non-current assets in the Consolidated
Statement of Financial Position. Operating liabilities are reported within the non-current liabilities in the
Consolidated Statement of Financial Position. The Group has not entered into any finance leases. Operating lease
costs under this lease for the year ended 31 March 2024 totalled \u00a3nil (2023: \u00a368,124).
For leases with a term of 12 months or less (short-term leases) with no purchase option, IFRS 16 permits a lessee
to make an accounting policy election by class of underlying asset not to recognise lease assets and lease liabilities.
If a lessee makes this election, it should recognise the lease expense for such leases generally on a straight line
basis over the lease term. In the year ended 31 March 2023, the Group made this accounting policy election related
to short-term leases for all classes of underlying assets and therefore the Group did not recognise lease assets and
lease liabilities related to the lease with Racquette Hanger, LLC as discussed in note 26. In the year ended 31
March 2024, the Group agreed to lengthen the agreed lease terms with Racquette Hanger, LLC by 12 months.
These modifications have resulted in an increase in the total amounts payable under the existing lease and a
corresponding recognition to both of the right-of-use asset and lease liabilities with effect from the date of
modification (9 June 2023). Accordingly, the Group recognised a right-of-use asset and lease liability of \u00a394,733
based on the modified lease payments using the discount rate on the modification date.
13.
Intangible Assets
Domain Name
\u201cChill.com\u201d
\u00a3
Cost
Balance at 31 March 202
3
1
,
300,456
Translation
a
djustment
s
(24
,616
)
_
Balance at 31 March 202
4
1,275,
8
4
0
Accumulated amortisation
Balance at 31 March 202
3
(
91,032
)
Charge for the year
(51,
521)
Translation
a
djustment
s
2,21
0
Balance at 31 March 202
4
(
14
0,34
3
)
Intangible Asset, net at 31 March 2023 1,209,424
Intangible Asset, net at 31 March 2024 1,135,497
The Group entered into an agreement to purchase the domain name \u201cChill.com\u201d and all intellectual property rights
that it has accrued in connection with the domain name and its use. The Group values the intangible assets at cost
in accordance with IAS 38 Intangible Assets.
\n
For the purposes of recognition of the asset\u2019s value, the Group has determined that the Chill.com domain has an
estimated useful life of 25 years, and its value should therefore be amortised over that same period. As at 31 March
2024, the remaining useful life was approximately 22 years.
In determining the appropriate estimated useful life of the Asset, the Group\u2019s management has given consideration
to the following factors:
\u25cf the treatment of domain assets by international regulatory bodies;
\u25cf the impact of the Asset on revenues generated by the Group;
\u25cf the continued development of an e-commerce platform under the Asset;
\u25cf the commercial opportunities attracted by ownership of the Asset; and
\u25cf the likelihood of realising the assets full purchase value on any future disposal.
In accordance with IAS 36 Impairment of Assets, the Group assesses impairment of the intangible asset if internal
or external factors or events cause the recoverable amount to be below the carrying value of the intangible asset.
Assessment is performed as to whether indicators are met; at which point if they are an impairment assessment is
performed whereby the Company assesses the carrying value versus the recoverable amount. Impairment charges
are recognised within administrative expenses in the statement of comprehensive income.
The following potential indicators of impairment were highlighted by this review:
- Sales through the website in the year ended 31 March 2024 were below forecasts produced in the prior
year.
- Legislation enacted by the UK government prohibited the sale of disposable vape products from 1 June
2025, impacting on the Company\u2019s prior intentions to continue sales of such products.
Whilst sales of third-party brands made through the domain during the financial year were lower than previously
forecasted, the bearing of this performance on future growth is, in the opinion of the Company\u2019s management,
limited. This is because while the domain was acquired with ambitious growth aspirations, little was done in practice
to realise these goals or to deliver growth. In particular, the Company did not:
\u25cf Consistently execute a search engine optimisation strategy to enhance the organic visibility of the site on
search engines;
\u25cf Execute any paid advertising program to drive targeted traffic to the site from Google or Meta platforms,
including Instagram and Facebook;
\u25cf Operate an effective affiliate or influencer marketing campaign;
\u25cf Allocate any meaningful budget to attract user traffic to the site or build an extended email marketing list.
Consequently, we do not consider that the past performance of the domain reflects its potential under a properly
resourced and executed strategy.
With regard to the recent legislative changes, the Company recognises that previously provided projections were in
part predicated on the expectation of continued sales of the Company\u2019s first generation of Chill ZERO branded
vape products. However, as a result of legislation brought forward by the UK government, disposable vape products
became prohibited in the UK from 1 June 2025.
While this means that sales of the existing product will cease, it does not change the Company\u2019s mid to long-term
view of the vaping industry or the potential of the Company\u2019s brand and products within it. The Company has
developed and procured its own range of e-liquids for use in refillable vapes and is progressing towards the launch
of rechargeable, reusable pod-based vaping products that will be a direct replacement for the company\u2019s existing
disposable products.
\n
Although this legislative change has introduced short-term turbulence to the market for vape products, the Company
actually considers that the prohibition on disposable vapes and the introduction of various regulations concerning
vaping products will bring more stability and predictability to the market. This regulatory environment will enable
retail buyers to confidently engage with brands, given that the market will be settled and more predictable.
Management have deemed the recoverable amount to be the value in use, which is determined via discounting future
cash flows. The discounted cash flow model prepared by the Company has projected cash flows from 2025 to 2045,
incorporating annual sales growth, gross margins and a present value discount at the rate of 14.44% based on the
Capital Asset Pricing Model (CAPM), and a terminal value as at 2045. On the basis of this assessment, no
impairment was deemed necessary.
14.
Investment in Subsidiary and Loan to Group Companies
Company 2024 2023
\u00a3 \u00a3
Investment in subsidiaries at cost 15,746,468 15,746,468
Less: impairment provision (15,746,468) (15,746,468)
Investment in subsidiaries - -
The Company has three subsidiaries for the years end 31 March 2024 and 2023.
All subsidiary companies are consolidated in the Group\u2019s financial statements.
Name
Place of
Incorporation
and Operation
Proportion of
Ownership
Interest
Profit (Loss)
for the Year
Aggregate
Capital and
Reserves at 31
March 2024
Highlands Natural Resources Corporation USA 100% (29,817) (832,214)
Highlands Montana Corporation* USA 100% - (\u00a33,685,668)
Chill Corporation* USA 100% (744,272) (1,358,647)
*Owned by Highlands Natural Resources Corporation
The principal activity of Chill Corporation is as a developer and producer of nicotine-free vape products and other
consumer packaged-goods products.
Highlands Natural Resources Corporation and Highlands Montana Corporation were dormant throughout the year
ended 31 March 2024. The registered office of the USA based subsidiaries is 1601 Riverfront Drive Suite 201,
Grand Junction, Colorado 81501. The ownership in all cases is 100% of the issued ordinary shares of each
company and in all cases represents 100% of the voting rights.
The investments in the shares of the subsidiaries are long term holdings and were initially made for the long term
financing of the Group\u2019s oil and gas activities. Given the withdrawal of the Group from the oil and gas sector, and
the associated losses generated from those discontinued activities, the Board has taken the view that there is no
certainty of any significant sums being generated in the future from those activities to support the initial investment
values. Consequently, the Company has made full provision against the investment in the shares of its US based
subsidiaries.
During the year, the Company made further loans to Chill Corporation and Highlands Natural Resource
Corporation to fund the US operations. The Board does not consider that in due course such loans will be
recoverable in full. In particular, management has assessed the non-performative elements of the business and the
\n
Company now intends to shutter its US operations while it focuses on developing its core business. Due to this, it
was considered reasonable to impair the loans as of 31 March 2024. See Critical accounting judgements and key
sources of estimation uncertainty at note 2.18.
Loan to Group Undertaking Loan at Cost
Impairment
Provision Net Total
\u00a3 \u00a3 \u00a3
At 31 March 2023 11,580,990 (11,580,990) -
Additions 1,093,789 - 1,093,789
Impairment - (1,093,789) (1,093,789)
At 31 March 2024
12,674,779 (12,674,779)
-
15.
Inventories
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Finished goods 667,807 222,949 650,921 109,646
Raw materials 351,129 - 357,903 -
Impairment charges (879,098) (116,214) (544,796) (88,564)
Totals 139,838 106,735 464,028 21,082
Obsolete inventory expense (Group) 2024 2023
Impairment of hemp inventory 351,129 -
Inventory provisions based on \u201cbest by\u201d date 29,835 170,905
Provision of inventory due to slow movement 14,193 56,996
Total charge for the year 395,157 227,901
The Group\u2019s inventory of hemp seeds was fully impaired in the year ended 31 March 2024. Despite the seeds'
strong genetic profile, proven cultivation viability, and potential for alternative applications, the Company
acknowledged the uncertainty surrounding their commercialisation. The failure to meet EU uniformity standards
limits their immediate marketability in Europe, while regulatory and market dynamics in other regions, such as
the United States, remain subject to external factors. Given the uncertainty introduced by these factors, the
Directors have elected to fully impair the value of the feminised hemp seed inventory in the current financial year.
This decision does not diminish the seeds\u2019 inherent potential but reflects a cautious approach given the challenges
associated with their immediate monetisation.
Below is a reconciliation of the movement of the accumulated provision for obsolete inventory for the Group for
the year ended 31 March 2024.
Accumulated provision for obsolete inventory at 1 April 2023
(544,796)
Provisions during the period
(395,157)
Inventory allowance released in the year
53,068
Translation adjustment
7,787
Accumulated provision at 31 March 2024 (879,098)
Management reviews inventory best by dates and creates a provision for inventory based on the inventory
provisioning policy discussed in Note 2.12.
\n
16.
Trade & Other Receivables
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Trade receivables (gross) 1,546,308 1,501,808 16,331 842
ECL provision (180,000) (180,000) - -
Trade receivables (net of ECL provision) 1,366,308 1,321,808 16,331 842
Prepayments & other debtors 1,101,396 992,193 431,036 121,805
2,467,704 2,314,001 447,367 122,647
All amounts in trade receivables are due within 3 months and are stated at amortised cost.
The Group applies the IFRS9 simplified approach to measuring expected credit losses using a lifetime expected
credit loss provision for trade receivables. To measure expected credit losses on a collective basis, trade receivables
are grouped based on similar credit risk and ageing. The Group\u2019s customer base is of a similar bracket and share
the same characteristics, as such these have been treated as one population. The expected lifetime losses in respect
of trade receivables are considered to be \u00a3180,000 (2023: \u00a3nil).
The expected credit losses have been based on historical, current and forward-looking information. The Group
does not change the classification of a trade receivable if payment is delayed where the value is considered to be
recoverable. The Group assesses trade receivables and the associated debtors to determine the appropriateness of
this treatment and the likelihood of recovery.
Provision for expected credit losses (Group) 2024 2023
As at 1 January - -
Movement in expected credit loss provision 180,000 -
As at 31 December 180,000 -
17.
Cash & Cash Equivalents
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Cash at bank 1,315,289 1,225,912 3,767,426 3,544,243
Cash at bank comprises of balanced held by the Group in current bank accounts. The carrying amount of these
assets approximated to their fair value.
The credit ratings for Virgin Money UK Plc were:
Rating Agency Rating
Fitch A-
Moody\u2019s Baa2
Credit ratings were not available for Timberline Bank.
\n
18.
Trade & Other Payables
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Trade and other payables 658,143 439,131 418,641 97,264
Accruals 228,798 89,272 122,000 67,200
886,941 528,403 540,641 164,464
Trade payables, accruals and other payables principally comprise amounts outstanding for trade purchases and
continuing costs and are stated at amortised cost. The Directors consider that the carrying amount of trade and
other payables approximates to their fair value.
19.
Share Capital
2024 2023
\u00a3 \u00a3
Allotted called up and fully paid:
506,291,025 ordinary 1p shares (2023: 261,115,305 ordinary 1p shares) 4,953,169 2,611,153
The Company has only one class of share. All ordinary shares have equal voting rights and rank pari passu for the
distribution dividends and repayment of capital.
Par Value of
Shares Issued
Number \u00a3
At 31 March 2023 261,115,305 2,611,153
15 May 2023 issue of shares at 4.0p per share 26,500,000 265,000
5 December 2023 issue of shares at 2.0p per share 154,675,220 1,546,752
Adjustment on convertible loan note conversion - (109,741)
26 January 2024 issue of shares at 3.75p per share 64,000,500 640,005
Total number of shares in issue at 31 March 2024 506,291,025 4,953,169
Share Premium Account
Shares \u00a3
At 31 March 2023 261,115,305 10,923,000
15 May 2023 issue of shares at 4p per share
26,500,000 795,000
5 December 2023 issue of shares at 2.0p per share
154,675,220 1,546,752
Adjustment on convertible loan note conversion
- (109,741)
26 January 2024 issue of shares at 3.75p per share
64,000,500 1,760,014
Less: costs relating to share issue - (159,455)
At 31 March 2024 506,291,025 14,755,570
On 15 May 2023, the Group announced that it had issued 1,500,000 new ordinary shares of 1 pence each to a
service provider at a price of 4 pence per share. The shares were issued in settlement of an invoice for investor
relations and connected services, following the aforementioned fundraise and ongoing work to assist the Group in
communicating with investors.
On 15 May 2023, the Group issued 25,000,000 of new ordinary shares at 1 pence each to an investor from the
March 2023 fundraise at a price of 4 pence per share.
\n
On 5 December 2023, the Company issued 154,675,220 ordinary shares of 1 pence each on the conversion of the
Company\u2019s Convertible Loan Notes at an effective price of 2 pence per share. On the same date, the Company
sought admission to trading of up to a further 19,750,574 ordinary shares pursuant to Warrant previously issued,
as follows:
Description Number of warrants Date of grant Exercise period Exercise price per
Ordinary Share
Series 1
10,000,000
13 May 2022
13 May 2025
10.0 pence
Series 2
400,000
13 May 2022
13 May 2025
5.0 pence
Series 3
9,350,574
13 May 2022
30 May 2025
2.0 pence
Total
19,750,574
On 26 January 2024, the Company undertook a conditional placing of 28,533,800 new ordinary shares of 1p each
in the Company (the \"Placing Shares\") at a price of 3.75 pence per share (the \"Issue Price\") (the \"Placing\"), and
conditional subscription of 3,466,700 new Ordinary Shares (the \"Subscription\") at the Issue Price, together raising
\u00a31,200,019 before expenses for the Company.
The Company also announced the conversion of the coupon amount to be repaid on the convertible loan notes in
the sum of \u00a3192,000 (together with accrued interest of \u00a38,000) and the capitalisation of \u00a31,000,000 of liabilities
predominantly comprised of inventory debt financing by existing significant shareholder, Mr Jonathan Swann for
32,000,000 new Ordinary Shares (the \"Capitalisation\", together with the Placing and Subscription, the \"Fundraise\"),
in aggregate 64,000,500 new Ordinary Shares (the \"Fundraise Shares\"), at the Issue Price.
20.
Share Options and Warrants
At 31 March 2024 there were options and warrants outstanding over 39,146,205 unissued ordinary shares
(2023: 48,496,779). Details of the options and warrants outstanding are as follows:
Issued Exercisable From Exercisable Until
Number
Outstanding
Exercise
Price (p)
12 October 2016 Any time until 11 October 2026 250,000 27.75
8 October 2019 8 October 2021 8 October 2029 5,839,773 10.00
8 October 2019 8 October 2022 8 October 2029 65,000 10.00
8 October 2019 Any time until 8 October 2029 1,000,000 10.00
28 May 2021 Any time until 28 May 2026 10,000,000 60.00
1 June 2021 1 June 2022 1 May 2026 1,200,000 10.00
27 September 2021 23 September 2022 23 September 2026 10,391,432 10.00
26 April 2022 26 April 2022 26 April 2025 400,000 5.00
26 April 2022 26 April 2022 26 April 2025 10,000,000 10.00
Total 39,146,205
The Directors held the following options and warrants at the beginning and end of the period:
Director
At 31
March 2023
Granted in
the Period
Exercised in
the Period
Lapsed in
the Period
At 31
March 2024
Exercise
price (p)
T Taylor 2,887,273 - - - 2,887,273 4-10p
A Russo 2,887,500 - - - 2,887,500 4-10p
C Sommerton - - - - - -
Total 5,774,773 - - - 5,774,773
The options held by T. Taylor and A. Russo issued in October 2019 are exercisable until 8 October 2029. All other
options are exercisable between 8 September 2024 and 8 September 2029.
\n
The market price of the shares at the year-end was 2.40 p per share.
21.
Equity-settled Share-based Payments Reserve
2024 2023
\u00a3 \u00a3
Brought forward 4,516,608 3,389,762
Share based payment charge on options and warrants in the year - 1,126,846
Carried forward 4,516,608 4,516,608
The details of the exercise price and exercise period of options outstanding at the year-end are given in Note
20 above.
Details of the options and warrants outstanding at the period end are as follows:
Options and Warrants 2024 Number
2024 Weighted
average
exercise price \u2013
pence
2023
Number
2023
Weighted
average
exercise
price-pence
Outstanding at the beginning of the
period 48,496,779 24.23p 28,746,432 36.68p
Granted - - 19,750,574 6.11 p
Lapsed during the period (9,350,574) 2.0p - -
Exercised during the period - - (227) 10p
Outstanding at the period end 39,146,205 29.54p 48,496,779 24.23p
Exercised at the period end 250,227 27.75p 250,227 27.75p
The options and warrants outstanding at the period end have a weighted average remaining contractual life of
2.55 years.
Full details of the exercise price and potential exercise dates are given in Note 20 above.
22.
Compound Loan Note Equity Component Reserve
The Company issued convertible loan notes in the year ended 31 March 2023 which constituted a compound
financial instrument under IAS 32.
A further breakdown of the equity component of the loan notes that have been recorded in the Compound Loan
Note Equity Component Reserve is shown in Note 24.
23.
Capital Commitments
There were no capital commitments at 31 March 2024 or 31 March 2023.
\n
24.
Long Term Debt
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Government loans 22,500 22,500 32,500 32,479
Other 9,771 - 19,040 -
Convertible loan notes 1,590,501 1,590,501 4,452,079 4,452,079
1,622,772 1,613,001 4,503,619 4,484,558
Current 211,017 202,000 468,893 459,792
Non-current 1,411,755 1,411,001 4,034,726 4,024,766
1,622,772 1,613,001 4,503,619 4,484,558
Government Loans
Balance as of
March 31,
2024
Balance as of
March 31,
2023
Description
Maturity
Date
\u00a3 \u00a3
Bounce Back Loan Scheme (BBLS) managed by the British
Business Bank on benefit of and with the financial backing
of the Secretary of State for Business, Energy and Industrial
Strategy. The BBLS loan of \u00a350,000 carries an interest of
2.50% rate per annum with repayment over 60 months July 2026 22,500 32,500
Highlands Natural Resources Corporation entered into a
Small Business Administration (SBA) loan of \u00a3154,078 with
an interest of 1.00% rate per annum. April 2025 9,771 19,040
Maturity Schedule
of Government Loans
\u00a3
Current Portion
19,071
2025
10
,
000
2026
3,200
Total
32,271
Both of these loans have been repaid subsequent to the year-end.
Convertible Loan Notes
On 13 May 2022, the Company issued convertible loan notes with an aggregate value of \u00a32,916,670 with an
interest rate of nil through 31 May 2023 and 10% for the period after 31 May 2023. Conversion of 145,833,495
shares at a conversion price of 2 pence per share was compulsory upon approval of a prospectus or a change in
legislation where a prospectus is not needed between the date of issuance and through 31 May 2024. All of these
loan notes were converted into ordinary shares as described in Note 19 above, pursuant to a prospectus dated 30
November 2023.
On 21 June 2022, the Company issued convertible loan notes with an aggregate value of \u00a3176,835 with an interest
rate of nil through 31 May 2023 and 10% for the period after 31 May 2023. Conversion of 8,841,725 shares at a
conversion price of 2 pence per share was compulsory upon approval of a prospectus or a change in legislation
where a prospectus is not needed between the date of issuance through 31 May 2024. All of these loan notes were
converted into ordinary shares as described in Note 19 above, pursuant to a prospectus dated 30 November 2023.
\n
On 31 March 2023, the Company issued convertible loan notes with an aggregate value of \u00a31,600,000 with an
interest rate of 12%. Originally, the lender had the right between the date of issuance and 1 April 2026 to serve a
conversion notice on the Group to convert all or some of the notes outstanding into the applicable number of
conversion shares up to 20,000,000 at the conversion price of 8 pence per share. To the extent not already redeemed
or converted, the notes in issue were to be paid to the lender on 1 April 2026.
As announced on 23 May 2025, the Company has agreed to vary the terms of these convertible loan notes such
that their maturity date is extended to 15 May 2028, and their conversion price is amended to 2.15 pence per
ordinary share, resulting in a potential issuance of up to 74,418,605 conversion shares.
The loan notes each constitute a compound financial instrument under IAS 32. The liability component represents
the net present value of future contractual cash flows. See below for a breakdown of the classification of the loan
notes.
Equity
component
\u00a3
Current
liability
component
\u00a3
Long-term
liability
component
\u00a3
Totals
\u00a3 Notes
13 May 2022 issuance 377,268 243,056 2,464,727 3,085,051 Converted
21 June 2022 issuance 22,849 14,736 148,611 186,196 Converted
31 March 2023 issuance 19,051 192,000 1,388,949 1,600,000 Outstanding
Totals 419,168 449,792 4,002,287 4,871,247
Reconciliation of
movements for the year
ended 31 March 2024
Equity
component
\u00a3
Liability
component
\u00a3
Totals
\u00a3 Notes
Amounts outstanding at
31 March 2023:
13 May 2022 issuance 377,268 2,707,783 3,085,051 Converted
21 June 2022 issuance 22,849 163,347 186,196 Converted
31 March 2023 issuance 19,051 1,580,949 1,600,000 Outstanding
Totals at 31 March 2023 419,168 4,452,079 4,871,247
Conversion in the year (400,116) (2,885,388) (3,285,504)
Interest charged - 343,300 343,300
Interest capitalised as
share capital (192,000) (192,000)
Interest paid - (127,490) (127,490)
Amounts outstanding at
31 March 2024 19,052 1,590,501 1,609,553
Liability due within one
year 192,000
Liability due after more
than one year 1,398,501
Total 1,590,501
\n
Net Debt
The table below outlines the changes in net debt for the Group during the year end 31 March 2024.
At 31
March 2023 Cash Flows
Foreign
currency
adjustments
Other
adjustments
and
reclassifications
At 31
March 2024
Cash and cash equivalents 3,767,426 (2,447,912) (4,225) - 1,315,289
Borrowings
Debt due within one year 468,893 (19,289) - (238,587) 211,017
Debt due after one year 4,034,726 - - (2,622,971) 1,411,755
4,503,619 (19,289) - (2,861,558) 1,622,772
Total net debt (736,193) (2,428,623) (4,225) 2,861,558 (307,483)
25.
Financial Instruments and Risk Management
The Group\u2019s financial instruments comprise primarily cash and various items such as trade debtors and trade
creditors which arise directly from its operations. The main purpose of these financial instruments is to provide
working capital for the Group\u2019s operations.
The Group does not utilise complex financial instruments or hedging mechanisms in respect of its non-sterling
operations.
Financial Assets by Category
The categories of financial assets included in the balance sheet and the heading in which they are included are as
follows:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Non-current assets
Loan to group undertaking - - - -
Current assets
Trade receivables 1,366,307 1,321,808 16,331 842
Other receivables 5,742 - - -
Cash and cash equivalents 1,315,289 1,225,912 3,767,426 3,544,243
Categorised as financial assets
measured at amortised cost 2,687,338 2,547,720 3,783,757 3,545,085
The loan to group undertaking has no fixed repayment date and its future repayment will depend upon the financial
performance of subsidiary. All other amounts are short term and none are past due at the reporting date.
\n
Financial Liabilities by Category
The categories of financial liabilities included in the balance sheet and the heading in which they are included are
as follows:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Current liabilities
Trade and other payables 658,142 439,131 418,641 97,263
Loans 1,622,772 1,618,001 4,503,619 4,484,558
Categorised as financial liabilities
measured at amortised cost 2,280,864 2,057,132 4,922,260 4,581,821
All amount, excluding loans, are short term payables.
Credit Risk
The maximum exposure to credit risk at the reporting date by class of financial asset was:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Trade and other receivables 1,366,307 1,321,808 16,331 842
Related party note receivables - - 155,901 -
Credit and Liquidity Risk
Credit risk is managed on a Group basis. Funds are deposited with financial institutions with a credit rating
equivalent to, or above, the main UK clearing banks. The Group\u2019s liquid resources are invested having regard to
the timing of payments to be made in the ordinary course of the Group\u2019s activities. All financial liabilities are
payable in the short term (normally between 0 and 3 months) and the Group maintains adequate bank balances to
meet those liabilities as they fall due.
Capital Management
The Group considers its capital to be equal to the sum of its total equity. The Group monitors its capital using a
number of metrics including cash flow projections, working capital ratios, the cost to achieve development
milestones and potential revenue from partnerships and ongoing licensing activities. The Group\u2019s objective when
managing its capital is to ensure it obtains sufficient funding for continuing as a growing concern, The Group
funds its capital requirements through the issue of new share to investors.
Interest Rate Risk
The maximum exposure to interest rate risk at the reporting date by class of financial asset was:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Bank balances and receivables 1,315,289 1,225,912 3,767,426 3,544,243
The Group uses liquid resources to meet the cost of future development activities. Consequently, it seeks to
minimise risk in the holding of its bank deposits. The Group is not financially dependent on the small rate of
interest income earned on these resources and therefore the risk of interest rate fluctuations is not significant to
the business and the Directors have not performed a detailed sensitivity analysis. Nonetheless, the Directors take
\n
steps when possible and cost effective to secure rates of interest which generate a return for the Group by
depositing sums which are not required to meet the immediate needs of the Group in interest-bearing deposits.
Other balances are held in interest-bearing, instant access accounts. All deposits are placed with main clearing
banks to restrict both credit risk and liquidity risk. The deposits are placed for the short term, between one and
three months, to provide flexibility and access to the funds and to avoid locking into potentially unattractive
interest rates.
Market Risk
Market risk arises from changes in interest rates, foreign exchange rates and equity prices, as well as in their
correlations and volatility levels. Market risk is managed on a Group basis in the ordinary course of the Group\u2019s
activities.
Currency Risk
The Group operates in a global market with income possibly arising in a number of different currencies, principally
in Sterling or US Dollars. The majority of the operating costs are incurred in Sterling with the rest predominantly
in US Dollars. The Group does not hedge potential future income or costs, since the existence, quantum and timing
of such transactions cannot be accurately predicted. The exchange rate in US Dollars to Sterling was 1.263 and
1.239 as of 31 March 2024 and 2023, respectively.
Financial assets and liabilities denominated in US Dollars and translated into Sterling at the closing rate were:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Financial assets 50,241 - 758,117 -
Financial liabilities (228,783) - (613,328) -
Net financial (liabilities)/assets (178,542) - 144,789 -
The following table illustrates the sensitivity of the net result for the period and the reported financial assets of the
Group in regard to the exchange rate for Sterling: US Dollar:
2024 as reported
If Sterling Rose
20%
If Sterling Fell
20%
\u00a3 \u00a3 \u00a3
Group result for the period (3,370,293) (3,285,701) (3,454,885)
US Dollar denominated net financial liabilities (178,542) (161,515) (195,569)
Total equity at 31 March 2024 2,570,877 2,834,231 2,287,523
26.
Related Party Transactions
Eric Schrader, a former director of the Company, owns Racquette Hanger, LLC which let property to the Group
during year for the storage and distribution of products. During the year ended 31 March 2024, the Group made
rental payments to Racquette Hanger, LLC of \u00a379,202 (2023: \u00a339,163).
Eric Schrader has an interest in Kuma Creative which provided marketing services to the Group. During the year
ended 31 March 2024, the Group made payments to Kuma Creative of \u00a347,975 (2023: \u00a336,889).
Scott Thompson, a former director of the Company, is a partner at Lippes Mathias which provided legal advice to
the Group. During the year ended 31 March 2024, the Group made payments to Lippes Mathias of \u00a376,983 (2023:
\u00a362,534).
In 2021, the Group entered into a distribution agreement with Ox Distributing LLC, a brokerage firm specialising
\n
in ecommerce shipping in convenience stores, grocery stores and other retail chains in the Unites States. Ox
Distributing, LLC is owned by Eric Schrader, a related party to the Group given that he was a director of the
Company and had significant influence over the entity. During the year ended 31 March 2024, the Group made
sales net of promotional discounts of CBD products to Ox Distributing, LLC, with terms equivalent to those that
prevail in an arm\u2019s length transaction, of \u00a335,086 (2023:\u00a3nil) resulting from the sale of CBD products to the
Company. As of 31 March, 2024 the Group has accounts receivable of \u00a3nil (2023: \u00a3nil) owed by Ox Distributing,
LLC. As of 31 March 2024 the Group has a note receivable from Ox Distributing, LLC of \u00a3nil (2023: \u00a3155,900).
27.
Events After the Reporting Period
After the Period, a dispute over the removal of certain Directors by shareholder vote arose from a requisition letter
for a General Meeting that occurred on 4 June 2024. Disputes connected to this matter led to almost $400,000 being
withdrawn from the Company\u2019s accounts and increased legal costs in the UK and US. The Company also
temporarily lost control of its domain asset, Chill.com, from June to December 2024, until an out-of-court settlement
was reached. Chill.com is now managed by the Company.
Since then, the UK Government has legislated a ban on disposable vapes effective 1 June 2025. This includes Chill
ZERO nicotine-free disposables, requiring the Company to develop compliant devices to sustain its vape product
revenue in the UK.
On 24 April 2025, the Company announced that its largest shareholder, Jonathan Swann, had committed to
underwrite a convertible loan note facility with a principal value of \u00a31,000,000. Other investors were invited to
subscribe for convertible loan notes on identical terms, with those investing up to \u00a350,000 required to remit funds
at the point of subscription, and those investing more than \u00a350,000 subject to drawdown mechanics at the discretion
of the Company. The Convertible Loan Notes were priced at 1.5 pence per loan note, have a term of three years,
and carry interest of 10 per cent per annum. Each entitles the subscriber to a new ordinary share of 1 pence per
share. As part of the fundraising, subscribers are also entitled to a 1-1 warrant priced at 125% of the 10-day moving
average at the time of funds being drawn. For any funds drawn prior to the Company\u2019s shares returning to trading
following their suspension commenced on 3 June 2024, the average share price used for calculation of the warrant
price shall be 1.5 pence per share. The final terms of the fundraise were announced by the Company on 23 May
2025.
No other matters or events occurring after 31 March 2024 are considered relevant to the Company\u2019s financial
statements for the Period.
28.
Ultimate controlling party
In the opinion of the Directors there is no ultimate controlling party.
\n", "dimensions": { "concept": "ifrs-full:DisclosureOfNotesAndOtherExplanatoryInformationExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory_D233838056_CY": { "value": "
1.
General Information
1.1
Group
Chill Brands Group, PLC (\u201cthe Company\u201d) and its subsidiaries (together \u201cthe Group\u201d) are involved in the sale and
distribution of nicotine-free vape products and other fast-moving consumer packaged-goods products. The
Company, a public limited company incorporated and domiciled in England and Wales, is the Group\u2019s ultimate
parent company. The Company was incorporated on 13 November 2014 with Company Registration Number
09309241 and its registered officed and principle place of business is 27/28 Eastcastle Street, London W1W 8DH.
1.2
Company Income Statement
The Company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own profit
and loss account in these financial statements. The loss for the financial period dealt with in the accounts of the
Company amounted to
\u00a32,448,403 (2023: loss \u00a34,588,573). The Parent Company has elected to prepare its
financial statements in accordance with UK-adopted IAS.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "ifrs-full_DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities_E10_CY": { "value": "Chill Brands Group, PLC (\u201cthe Company\u201d) and its subsidiaries (together \u201cthe Group\u201d) are involved in the sale anddistribution of nicotine-free vape products and other fast-moving consumer packaged-goods products", "dimensions": { "concept": "ifrs-full:DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "ifrs-full_NameOfReportingEntityOrOtherMeansOfIdentification_E3_CY": { "value": "Chill Brands Group, PLC", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "ifrs-full_NameOfParentEntity_E11_CY": { "value": "Chill Brands Group, PLC", "dimensions": { "concept": "ifrs-full:NameOfParentEntity", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "ifrs-full_NameOfUltimateParentOfGroup_E12_CY": { "value": "Chill Brands Group, PLC", "dimensions": { "concept": "ifrs-full:NameOfUltimateParentOfGroup", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "ifrs-full_LegalFormOfEntity_E6_CY": { "value": "public limited company", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "ifrs-full_DomicileOfEntity_E5_CY": { "value": "England and Wales", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "ifrs-full_CountryOfIncorporation_E7_CY": { "value": "England and Wales", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "ifrs-full_PrincipalPlaceOfBusiness_E9_CY": { "value": "England and Wales", "dimensions": { "concept": "ifrs-full:PrincipalPlaceOfBusiness", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "ifrs-full_AddressOfRegisteredOfficeOfEntity_E8_CY": { "value": "27/28 Eastcastle Street, London W1W 8DH", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory_D1307060447_CY": { "value": "
2.
Basis of Preparation
The Consolidated Financial Statements of the Group have been prepared in accordance with UK-adopted
International Accounting Standards . The Consolidated Financial Statements have been prepared under the
historical cost convention as adjusted to fair values where applicable. The principal accounting policies are set out
below and have, unless otherwise stated, been applied consistently for all periods presented in these Consolidated
Financial Statements. The financial statements are prepared in pounds sterling and presented to the nearest pound.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory_E2_CY": { "value": "
2.
Basis of Preparation
The Consolidated Financial Statements of the Group have been prepared in accordance with UK-adopted
International Accounting Standards . The Consolidated Financial Statements have been prepared under the
historical cost convention as adjusted to fair values where applicable. The principal accounting policies are set out
below and have, unless otherwise stated, been applied consistently for all periods presented in these Consolidated
Financial Statements. The financial statements are prepared in pounds sterling and presented to the nearest pound.
2.1
Basis of Consolidation
The Group financial information incorporates the financial information of the Company and its controlled
subsidiary undertakings, drawn up to 31 March 2024. Control is achieved where the Company:
\u25cf Has power over the investee;
\u25cf Is exposed, or has rights, to variable return from its involvement with the investee; and
\u25cf Has the ability to use its power to affect its returns.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the
Company loses control of the subsidiary.
Where necessary, adjustments are made to the financial information of subsidiaries to bring accounting policies
into line with those used for reporting the operations of the Group. All intra-group transactions, balances, income
and expenses are eliminated on consolidation.
2.2
Going Concern
The financial statements have been prepared on a going concern basis, which assumes that the Group will continue
in operational existence for the foreseeable future, being a period of at least twelve months from the date of
approval of these financial statements. In forming their conclusion, the Directors have undertaken a comprehensive
assessment of the Group\u2019s current financial position, cash flow forecasts, available funding arrangements, and
associated risks.
In the time since the end of the Period, the Company\u2019s operations were primarily supported through revenue
generated from commercial activities undertaken in the prior financial year, supplemented by funds raised in a
financing round completed in January 2024. This period required particularly careful cash management, as the
Company\u2019s financial position was impacted by the significant legal and professional costs incurred in relation to
corporate disputes and associated matters.
Looking ahead to the financial year commencing 1 April 2025, the Board expects the Company\u2019s financial
requirements to be met through further capital raising activities. On 23 May, the Company announced that it had
raised \u00a31 million from subscriptions for the issue of convertible loan notes carrying an annual interest rate of 10%,
a three-year maturity, and convertible into ordinary shares at a price of 1.5 pence per share. In addition, investors
will receive warrants attached to the CLNs, priced in line with the volume-weighted average price (VWAP) of the
Company's shares at the time of each drawdown.
The Board considers that the capital provided under the current financing facility will be sufficient to support the
continuation of the Company\u2019s core commercial operations throughout the financial year ending 31 March 2026.
Nevertheless, it may be necessary for the Company to raise additional funding in the future in order to remain
viable as a going concern, particularly in the event of unforeseen operational costs or if strategic growth
opportunities are to be pursued.
Based on the Company\u2019s demonstrated ability to secure financial backing from both new and existing investors
in recent periods, and the continued support of major shareholders, the Directors are confident in their ability to
raise further funds if and when required.
However, there remains a material uncertainty which may cast significant doubt on the Company\u2019s ability to
continue as a going concern. The ability of the Company to continue its operations is dependent on the successful
raising of additional funding as and when required. These conditions indicate the existence of a material
uncertainty which may cast significant doubt upon the Company\u2019s ability to continue as a going concern and,
therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business.
The Directors have reviewed detailed cash flow projections covering the period to 30 June 2026, which take into
account the anticipated timing of drawdowns under the CLN facility and the projected cost base of the Group
under various trading scenarios. These projections indicate that the Group will have sufficient financial resources
to meet its liabilities as they fall due, subject to successful execution of the fundraising strategy and timely access
to committed capital.
However, the Directors acknowledge that material uncertainty exists in relation to the Group\u2019s ability to raise
additional capital beyond the currently committed facility in the event that revenue growth does not accelerate in
line with management expectations. In such a scenario, it may be necessary to implement further cost reduction
measures to preserve liquidity. These may include the deferral or reduction of Directors\u2019 remuneration, the scaling
back of commercial operations to a core cost base, the renegotiation or termination of supplier agreements, and a
reduction in personnel. While these actions could have an adverse impact on commercial performance, they are
expected to materially reduce operating expenses and thereby extend the Group\u2019s cash runway.
Notwithstanding this material uncertainty, after making enquiries and considering the options available to the
Company, the Directors have a reasonable expectation that the Company has adequate resources to continue in
operational existence for at least 12 months from the date of approval of these financial statements. Accordingly,
the Directors continue to adopt the going concern basis of accounting in preparing these financial statements.
2.3
Business Combinations
There were no Business Combinations as defined by IFRS 3 (revised) during the period.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The cost of acquisition
is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or
assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs
directly attributable to the business combination. The acquiree\u2019s identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair values at the acquisition
date.
2.4
Revenue Recognition
The Group has received revenue during the period from the sale of nicotine-free vape products and other
related products. The Group has both online sales of these products and retail sales through distribution
channels in the United States and United Kingdom.
Online sales; the Group recognises revenues from the sales of products as the performance obligations are met.
These performance obligations are met once the product has been invoiced and shipped to the purchaser under the
terms of the contract and the significant risks and rewards of ownership have been transferred to the customer.
Retail sales; the Group has distribution agreements with wholesale distributors who distribute the products to retail
stores throughout the United States and United Kingdom. Revenue on distributor sales is recognised as the
performance obligation is satisfied when the distributor initiates a purchase order and the product has shipped.
For retail customer revenue, the performance obligation is satisfied when all contractual terms are met and
ownership has been transferred to the customer.
Market Place Arrangement Sales; the Group has marketplace agreements with vendors who sell products on the
Chill.com domain and pay Chill a commission fee. Revenue on Market Place Arrangement sales is recognised as
the performance obligation is satisfied once the product owned by the vendor has been delivered to the purchaser
under the terms of the contract and the significant risks and rewards of ownership have been transferred to the
customer.
All revenues have been recognised at a point in time under IFRS 15 Revenue from Contracts with Customers.
2.5
Segmental Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker (\u201cCODM\u201d). The CODM, who is responsible for allocating resources and assessing performance
of the operating segments, is Callum Sommerton, CEO.
A business segment is a group of assets and operations engaged in providing products or services that are subject
to risks and returns that are different from those of other operating segments.
The Board of Directors assess the performance of the operating segments (by geographical location, being the UK
and US) based on the measures of revenue, gross profit, operating profit and assets employed.
2.6
Foreign Currency Translation
The Company\u2019s consolidated financial statements are presented in Sterling (\u00a3), which is also the functional
currency of the parent company. The individual financial statements of each group entity are presented in the
currency of the primary economic environment in which the entity operates (its functional currency). For UK
based companies the functional currency is Sterling and for all USA based companies the functional currency is
US Dollars.
In preparing the financial statements of the individual entities, transactions in currencies other than the entity\u2019s
functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the
rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign
currencies are retranslated at the rates prevailing on the date when the fair value was determined.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are
included in the income statement for the period. When a gain or loss on a non-monetary item is recognised directly
in equity, any exchange component of that gain or loss is also recognised directly in equity. When a gain or loss on a non-
monetary item is recognised in the income statement, any exchange component of that gain or loss is also recognised in
the income statement.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group\u2019s foreign
operations (including comparatives) are expressed in Sterling using exchange rates prevailing on the balance sheet
date. Income and expense items (including comparative) are translated at the average exchange rates for the period.
Exchange differences arising, if any, are recognised in equity. Cumulative translation differences are recognised
in profit or loss in the period in which the foreign operation is disposed of.
2.7
Defined Contribution Pension Funds
The Group pays contributions related to salary to certain UK employees\u2019 individual pension schemes. The pension
cost charged against profits represents the amount of the contributions payable to the schemes in respect of the
accounting period. No separate provision is made in respect of non-UK employees.
2.8 Investment In Subsidiaries
Investment in subsidiaries comprises shares in the subsidiaries stated at cost less provisions for impairment.
2.9
Property, Plant, and Equipment
All plant and machinery is stated in the financial statements at cost of acquisition less a provision for depreciation
and impairment.
Depreciation is charged to write off the cost less estimated residual values of plant and equipment on a straight line basis
over their estimated useful lives and included in administrative expenses in the statement of comprehensive income.
Estimated useful lives and residual values are reviewed each year and amended if necessary.
Fixed Assets Useful lives
Office and field equipment and furniture 3-7 years
Right of Use Lease Assets
The Group determines if an arrangement is a lease at inception if the contact conveys the right to control the use
and obtain substantially all the economic benefits from the use of an identified asset for a period of time in
exchange for consideration.
The Group identifies a lease as a finance lease if the agreement includes any of the following criteria: transfer of
ownership by the end of the lease term; an option to purchase the underlying asset that the lessee is reasonably
certain to exercise; a lease term that represents 75 percent or more of the remaining economic life of the underlying
asset; a present value of lease payments and any residual value guaranteed by the lessee that equals or exceeds 90
percent of the fair value of the underlying asset; or an underlying asset that is so specialised in nature that there is
no expected alternative use to the lessor at the end of the lease term. A lease that does not meet any of these criteria
is considered an operating lease.
Lease right-of-use assets represent the Group\u2019s right to use an underlying asset for the lease term and lease
liabilities represent the Group\u2019s obligation to make lease payments arising from the lease. Right-of-use assets and
liabilities are recognised at the commencement date of a lease based on the present value of lease payments over
the lease term. The Group\u2019s lease terms may include options to extend or terminate the lease. The Group includes
these extension or termination options in the determination of the lease term when it is reasonably certain that the
Group will exercise that option. The Group does not recognise leases having a term of less than one year in our
consolidated statement of financial position.
Lease modifications are accounted for as a separate lease if the modification increases the scope of the lease by
adding the right to use one or more underlying assets, and the consideration for the lease increases by an amount
commensurate with the stand-alone price for the increase in scope. Other modifications are remeasured by
adjusting the lease liability and the right-of-use asset using a revised discount rate at the effective date of the
modification.
2.10
Intangible Fixed Assets
The Group purchased the domain name Chill.com on 22 June 2021. This domain name is the only intangible asset
held by the Group.
This domain name is stated in the financial statements at its cost of acquisition less accumulated amortisation. The
domain name is amortised over 25 years using the straight line method. The amortisation expense is included in
administrative expenses in the statement of comprehensive income. The balance as at 31 March 2024 is \u00a31,135,497
(2023: \u00a31,209,424). The amortisation expense for the year ended 31 March 2024 is \u00a351,521 (2023: \u00a350,470). The
net impact of translation adjustments on the intangible asset in the year ended 31 March 2024 was \u00a322,406 (2023:
\u00a369,669) .
In accordance with IAS 36 Impairment of Assets, the Group assesses impairment of the intangible asset if internal
or external factors or events cause the discounted fair value to be below the carrying value of the intangible asset.
Assessment is performed as to whether indicators are met; at which point if they are an impairment assessment is
performed whereby the Company assesses the carrying value versus the recoverable amount. Any impairment is
recognised within administrative expenses in the statement of comprehensive income. Management has deemed
the recoverable amount to be the value in use, which is determined via discounting future cash flows using an
appropriate discount rate.
2.11
Impairment Testing of Property, Plant and Equipment
At each balance sheet date, the Group assesses whether there is any indication that the carrying value of any asset may be
impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the
extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset,
the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash-generating units).
Individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset\u2019s or cash-generating unit\u2019s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions
less costs to sell, and value in use, based on in internal discounted cash flow evaluation. Any remaining impairment
loss is charged pro rate to the other assets in the cash generating unit.
2.12 Inventories
Inventories are stated at lower of cost and net realisable value. Costs of inventories are determined on a first-in-
first-out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of
competition and costs necessary to make the sale.
Given the shelf\u2010life of the Company\u2019s products, along with their relative saleability depending on remaining
useful life, the following inventory provisioning policies shall apply. Exceptions may be applied at the discretion
of the Board.
Label Life Remaining Recognised Value (%)
Receipt of Product
100%
Six
Months
75%
Four Months
50%
Two Months
25%
One Month
10%
Post
-
Expiry Date
0%
2.13
Long-Term Debt
Government Loans
The Group received a Paycheck Protection Program (PPP) loan during the year ended 31 March 2021 from the
Small Business administration (SBA) as part of the Coronavirus Aid, Relief and Economic Security Act (CARES
Act). The loan is designed for qualifying businesses for amounts up to 2.5 times of the average monthly payroll
expense of the qualifying business. The SBA will forgive PPP loans if all employee retention criteria are met and
the funds are used for eligible expenses. The PPP loan initially is recorded as debt on the financials and 100%
unsecured. If the loan is not forgiven, the Group must pay monthly principal and interest payments loan at a stated
interest rate per year. The Group recognises grant income equal to PPP proceeds received upon forgiveness of the
loan.
The Group received a Bounce Back Loan Scheme (BBLS) loan during the year ended 31 March 2021 managed
by the British Business Bank on benefit of and with the financial backing of the Secretary of State for Business,
Energy and Industrial Strategy. The BBLS loan initially is recorded as debt on the financials and the Group pay
monthly principal and interest payments at a stated interest rate.
See Note 24 for additional information regarding these loans.
Convertible Loan Notes
The convertible loan note agreements, entered into by the Company in the prior financial year ended 31 March
2023, have been classified as compound financial instruments under IAS 32 Financial Instruments: Presentation.
The fair value of the liability component is valued at the net present value of the contracted future cash flows,
discounted at the Group\u2019s estimated cost of borrowing and is reported within loans and current maturity of loans.
Interest imputed on the liability component is amortised to the statement of comprehensive income on a straight-
line basis over the life of the instrument. The equity component represents the residual amount after deducting
the amount for the liability from the value of the loan note principal. Further details of the loan note can be found
in Note 24.
2.14 Equity
Share capital is determined using the nominal value of shares that have been issued.
The Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction
costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax
benefits. Equity-settled share-based payments are credited to a Share-based payment reserve as a component of equity
until related options or warrants are exercised.
Shares to be issued are credited to the shares to be issued reserve as a component of equity until related shares are
issued.
Retained loss includes all current and prior period results as disclosed in the income statement.
2.15
Share-based Payments
The Group has issued warrants to investors and certain counterparties and advisors as well as share options to its
Directors and US based staff.
Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting
conditions) at the date of grant. The fair value so determined is expensed on a straight-line basis over the vesting period,
based on the Group\u2019s estimate of the number of shares that will eventually vest and adjusted for the effect of non-market
based vesting conditions.
Fair value is measured using either a Black Scholes or Monte Carlo pricing model, depending upon which
methodology is most appropriate in relation to the terms and conditions of the options or warrants granted. The
key assumptions used in the models have been adjusted, based on management\u2019s best estimate, for the effects of
non-transferability, exercise restrictions and behavioral considerations.
The Group issues shares allocated as compensation to its US based staff and Directors. Upon vesting date, the
shares are valued at the stated par value and share premium and recorded as compensation expense and share
premium in the financial statements.
2.16 Taxation
Tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the
income statement because it excludes items of income or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible. The Group\u2019s liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using
the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilized. Such assets and liabilities are not
recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable
profit not the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and
associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date 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 calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset
realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly
to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends
to settle its current tax assets and liabilities on a net basis.
2.17
Financial Assets and Liabilities Financial Assets
(a)
Classification
The Group classifies its financial assets at amortised cost. The classification depends on the purpose for which the
financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
(b)
Recognition and measurement
Amortised cost
Regular purchases and sales of financial assets are recognised at cost on the trade date, the date on which the
Group commits to purchasing or selling the asset. Financial assets are derecognised when the rights to receive cash
flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the
risks and rewards of ownership.
(c)
Impairment of Financial Assets
The Group recognises an allowance for expected credit losses (\u201cECLs\u201d) for all debt instruments not held at fair
value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance
with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the
original expected interest rate (\u201cEIR\u201d). The expected cash flows will include cash flows from the sale of collateral
held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in
credit risk since initial recognition. ECLs are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the
Group applied the simplified approach in calculation ECLs, as permitted by IFRS 9. Therefore, the Group does
not track changes in credit risk, but instead, recognised a loss allowance based on the financial asset\u2019s lifetime
ECL at each reporting date.
The Group considers a financial asset to be in default when internal or external information indicates that the
Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit
enhancements held by the Group. A financial assets is written off when there is no reasonable expectation of
recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to
ongoing negotiations or enforcement activity.
Additionally, the Group will also take into account any circumstances relating to trade debtors when determining
whether an asset is in default or not. Where the Group considers there to be a reasonable prospect of recovery,
especially where there is an ongoing trading relationship with the debtor, the Group may consider it appropriate
not to deem an asset in default.
(d)
Derecognition
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or
when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.
On derecognition of a financial asset measured at amortised cost, the difference between the asset\u2019s carrying amount
and the sum of the consideration received and receivable is recognised in profit or loss.
Financial liabilities
(a)
Classification
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,
loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as
appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs. The Group\u2019s financial liabilities include trade and other
payables and loans.
(b)
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial
recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are
incurred for the purpose of repurchasing in the near term. This category also includes derivative financial
instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as
defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the
statement of profit or loss and other comprehensive income.
Trade and other payables
After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method.
Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities
are derecognised, as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss and other
comprehensive income.
(c)
Derecognition
A financial liability is derecognised when the associated obligation is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of
an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of
the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognised in profit or loss and other comprehensive income.
Liabilities within the scope of IFRS 9 are classified as financial liabilities at fair value through profit and loss or
other liabilities, as appropriate. A financial liability is derecognised when the obligation under the liability is
discharged or cancelled or expires. Financial liabilities included in trade and other payables are recognized initially
at fair value and subsequently at amortised cost.
2.18 Significant estimates and judgements
In the process of applying the entity\u2019s accounting policies, management makes estimates and assumptions that
have an effect on the amounts recognised in the financial information. Although these estimates are based on
management\u2019s best knowledge of current events and actions, actual results may ultimately differ from those
estimates. The key assumptions concerning the future, and other key sources of estimation uncertainty at the
balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial period, are those relating to:
\u25cf
the carrying value and recoverability of investments in, and loan to, subsidiary companies (Note 14)
\u25cf
Fair value of options and warrants granted (Note 20)
\u25cf
Useful life, lifespan and carrying value of the domain name Chill.com (Note 13)
\u25cf
the provisions for inventory assets (Note 15)
\u25cf
the calculation of the debt and equity component of the convertible loan notes (Note 22)
Carrying Value and recoverability of Investment in, and Loan to, Subsidiary Companies
The Company has invested in the subsidiary companies which, whilst generating revenues, are not yet
profitable or providing cash flows. The estimates used in forecasting the potential future cash generation by
the own-branded product operations focus on business sensitive factors such as distribution agreements, sales
volume, pricing and cost of sales. The Directors considered the recoverability of the loans to subsidiaries and
do not expect to recover the loans in the near future. Due to this the Group has considered it necessary to
impair the entirety of the loans to subsidiary companies.
Fair Value of Options and Warrants Granted
Fair value is measured using either a Black Scholes or Monte Carlo pricing model, depending upon which
methodology is most appropriate in relation to the terms and conditions of the options or warrants granted. The
key assumptions used in the models have been adjusted, based on management\u2019s best estimate, for the effects of
non-transferability, exercise restrictions and behavioral considerations, see Note 20.
Useful life and Recoverability of the Carrying Value of the Domain Name
The domain name is amortised over 25 years using the straight line method, which was determined to be the
estimated useful life of the domain name asset by the Group based on industry analysis. The Group analyses
impairment of the domain name if internal or external factors or events cause the recoverable amount to be below
the carrying value of the intangible asset. An impairment loss is recognised within administrative costs within the
statement of comprehensive income for the amount by which the asset\u2019s carrying amount exceeds its estimated
recoverable amount less costs to sell. The discounted cash flow approach was undertaken in assessing the domain
name impairment.
We have prepared a discounted cash flow model projecting cash flows from 2025 to 2045, incorporating annual
sales growth, gross margins, a present value discount at the rate of 14.44% based on the Capital Asset Pricing
Model (CAPM), and a terminal value as at 2045.
Provisions for Inventory Assets
Given the shelf\u2010life of the Company\u2019s products, along with their relative salability depending on remaining useful
life, the Group provides inventory provisions based on estimated shelf live, discussed above in note 2.12.
Provisions for inventory are recorded when events or changes in circumstances indicate the carrying cost of
inventories will not be fully realised.
Convertible Loan Note Classification
The convertible loan note agreements, entered into by the Company in prior financial period have been classified
as compound financial instruments under IAS 32. The fair value of the liability component is valued at the net
present value of the contracted future cash flows, discounted at the Group\u2019s estimated cost of borrowing of 12.5%.
The equity component represents the residual amount after deducting the amount for the liability from the value
of the funds received.
Measurement of expected credit losses
The measurement of both the initial and ongoing ECL allowance for trade receivables measured at amortised cost
is an area that requires the use of significant assumptions about credit behaviour such as likelihood of customers
defaulting and the resulting losses. In assessing the probability of default, the Board has taken note of the
experience and loss history of its customers which may not be indicative of future losses. The default probabilities
are based on a number of factors including customer and sectoral trends which the Board believes to be a good
predictor of the probability of default. The Group has applied the simplified approach to recognise lifetime
expected credit losses for its trade receivables as required or permitted by IFRS 9.
Management has performed a calculation to ascertain the expected credit loss provision, which for the year ended
31 March 2024 amounted to \u00a3180,000 (2023: \u00a3nil). The movement has been recognised in the statement of
comprehensive income.
2.18
Standards, Amendments and Interpretations to Existing Standards that are not yet Effective and
Have not been Early Adopted by the Group
(a)
New and amended Standards and Interpretations adopted by the Group and Company
No standards or Interpretations that came into effect for the first time for the financial year beginning 1 April 2023
have had an impact on the Group.
(b)
New and amended Standards and Interpretations issued but not effective for the financial year beginning 1
April 2024
At the date of approval of these financial statements, the following standards and interpretations which have not
been applied in these financial statements were in issue but not yet effective (and in some cases had not been
adopted by the UK):
- Amendments to IAS 21: Lack of exchangeability \u2013 effective 1 January 2025*
- Amendments to IFRS 18: Presentation and Disclosures in Financial Statements \u2013 effective 1 January 2027*
- Amendments to IFRS 19: Subsidiaries without Public Accountability: Disclosures \u2013 effective 1 January
2027*
*subject to UK endorsement
The new and amended Standards and Interpretations which are in issue but not yet mandatorily effective are not
expected to be material.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_StatementOfIFRSCompliance_D395337942_CY": { "value": "
The Consolidated Financial Statements of the Group have been prepared in accordance with UK-adopted
International Accounting Standards . The Consolidated Financial Statements have been prepared under the
historical cost convention as adjusted to fair values where applicable. The principal accounting policies are set out
below and have, unless otherwise stated, been applied consistently for all periods presented in these Consolidated
Financial Statements. The financial statements are prepared in pounds sterling and presented to the nearest pound.
", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfGoingConcernExplanatory_D1813156923_CY": { "value": "
2.2
Going Concern
The financial statements have been prepared on a going concern basis, which assumes that the Group will continue
in operational existence for the foreseeable future, being a period of at least twelve months from the date of
approval of these financial statements. In forming their conclusion, the Directors have undertaken a comprehensive
assessment of the Group\u2019s current financial position, cash flow forecasts, available funding arrangements, and
associated risks.
In the time since the end of the Period, the Company\u2019s operations were primarily supported through revenue
generated from commercial activities undertaken in the prior financial year, supplemented by funds raised in a
financing round completed in January 2024. This period required particularly careful cash management, as the
Company\u2019s financial position was impacted by the significant legal and professional costs incurred in relation to
corporate disputes and associated matters.
Looking ahead to the financial year commencing 1 April 2025, the Board expects the Company\u2019s financial
requirements to be met through further capital raising activities. On 23 May, the Company announced that it had
raised \u00a31 million from subscriptions for the issue of convertible loan notes carrying an annual interest rate of 10%,
a three-year maturity, and convertible into ordinary shares at a price of 1.5 pence per share. In addition, investors
will receive warrants attached to the CLNs, priced in line with the volume-weighted average price (VWAP) of the
Company's shares at the time of each drawdown.
The Board considers that the capital provided under the current financing facility will be sufficient to support the
continuation of the Company\u2019s core commercial operations throughout the financial year ending 31 March 2026.
Nevertheless, it may be necessary for the Company to raise additional funding in the future in order to remain
viable as a going concern, particularly in the event of unforeseen operational costs or if strategic growth
opportunities are to be pursued.
Based on the Company\u2019s demonstrated ability to secure financial backing from both new and existing investors
in recent periods, and the continued support of major shareholders, the Directors are confident in their ability to
raise further funds if and when required.
However, there remains a material uncertainty which may cast significant doubt on the Company\u2019s ability to
continue as a going concern. The ability of the Company to continue its operations is dependent on the successful
raising of additional funding as and when required. These conditions indicate the existence of a material
uncertainty which may cast significant doubt upon the Company\u2019s ability to continue as a going concern and,
therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business.
The Directors have reviewed detailed cash flow projections covering the period to 30 June 2026, which take into
account the anticipated timing of drawdowns under the CLN facility and the projected cost base of the Group
under various trading scenarios. These projections indicate that the Group will have sufficient financial resources
to meet its liabilities as they fall due, subject to successful execution of the fundraising strategy and timely access
to committed capital.
However, the Directors acknowledge that material uncertainty exists in relation to the Group\u2019s ability to raise
additional capital beyond the currently committed facility in the event that revenue growth does not accelerate in
line with management expectations. In such a scenario, it may be necessary to implement further cost reduction
measures to preserve liquidity. These may include the deferral or reduction of Directors\u2019 remuneration, the scaling
back of commercial operations to a core cost base, the renegotiation or termination of supplier agreements, and a
reduction in personnel. While these actions could have an adverse impact on commercial performance, they are
expected to materially reduce operating expenses and thereby extend the Group\u2019s cash runway.
Notwithstanding this material uncertainty, after making enquiries and considering the options available to the
Company, the Directors have a reasonable expectation that the Company has adequate resources to continue in
operational existence for at least 12 months from the date of approval of these financial statements. Accordingly,
the Directors continue to adopt the going concern basis of accounting in preparing these financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForBusinessCombinationsExplanatory_E7_CY": { "value": "
2.3
Business Combinations
There were no Business Combinations as defined by IFRS 3 (revised) during the period.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The cost of acquisition
is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or
assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs
directly attributable to the business combination. The acquiree\u2019s identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair values at the acquisition
date.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForRecognitionOfRevenue_E77_CY": { "value": "
2.4
Revenue Recognition
The Group has received revenue during the period from the sale of nicotine-free vape products and other
related products. The Group has both online sales of these products and retail sales through distribution
channels in the United States and United Kingdom.
Online sales; the Group recognises revenues from the sales of products as the performance obligations are met.
These performance obligations are met once the product has been invoiced and shipped to the purchaser under the
terms of the contract and the significant risks and rewards of ownership have been transferred to the customer.
Retail sales; the Group has distribution agreements with wholesale distributors who distribute the products to retail
stores throughout the United States and United Kingdom. Revenue on distributor sales is recognised as the
performance obligation is satisfied when the distributor initiates a purchase order and the product has shipped.
For retail customer revenue, the performance obligation is satisfied when all contractual terms are met and
ownership has been transferred to the customer.
Market Place Arrangement Sales; the Group has marketplace agreements with vendors who sell products on the
Chill.com domain and pay Chill a commission fee. Revenue on Market Place Arrangement sales is recognised as
the performance obligation is satisfied once the product owned by the vendor has been delivered to the purchaser
under the terms of the contract and the significant risks and rewards of ownership have been transferred to the
customer.
All revenues have been recognised at a point in time under IFRS 15 Revenue from Contracts with Customers.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForSegmentReportingExplanatory_E84_CY": { "value": "
2.5
Segmental Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker (\u201cCODM\u201d). The CODM, who is responsible for allocating resources and assessing performance
of the operating segments, is Callum Sommerton, CEO.
A business segment is a group of assets and operations engaged in providing products or services that are subject
to risks and returns that are different from those of other operating segments.
The Board of Directors assess the performance of the operating segments (by geographical location, being the UK
and US) based on the measures of revenue, gross profit, operating profit and assets employed.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory_E42_CY": { "value": "
2.6
Foreign Currency Translation
The Company\u2019s consolidated financial statements are presented in Sterling (\u00a3), which is also the functional
currency of the parent company. The individual financial statements of each group entity are presented in the
currency of the primary economic environment in which the entity operates (its functional currency). For UK
based companies the functional currency is Sterling and for all USA based companies the functional currency is
US Dollars.
In preparing the financial statements of the individual entities, transactions in currencies other than the entity\u2019s
functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the
rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign
currencies are retranslated at the rates prevailing on the date when the fair value was determined.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are
included in the income statement for the period. When a gain or loss on a non-monetary item is recognised directly
in equity, any exchange component of that gain or loss is also recognised directly in equity. When a gain or loss on a non-
monetary item is recognised in the income statement, any exchange component of that gain or loss is also recognised in
the income statement.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group\u2019s foreign
operations (including comparatives) are expressed in Sterling using exchange rates prevailing on the balance sheet
date. Income and expense items (including comparative) are translated at the average exchange rates for the period.
Exchange differences arising, if any, are recognised in equity. Cumulative translation differences are recognised
in profit or loss in the period in which the foreign operation is disposed of.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory_E28_CY": { "value": "
2.7
Defined Contribution Pension Funds
The Group pays contributions related to salary to certain UK employees\u2019 individual pension schemes. The pension
cost charged against profits represents the amount of the contributions payable to the schemes in respect of the
accounting period. No separate provision is made in respect of non-UK employees.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForSubsidiariesExplanatory_E88_CY": { "value": "
2.8 Investment In Subsidiaries
Investment in subsidiaries comprises shares in the subsidiaries stated at cost less provisions for impairment.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory_E73_CY": { "value": "
2.9
Property, Plant, and Equipment
All plant and machinery is stated in the financial statements at cost of acquisition less a provision for depreciation
and impairment.
Depreciation is charged to write off the cost less estimated residual values of plant and equipment on a straight line basis
over their estimated useful lives and included in administrative expenses in the statement of comprehensive income.
Estimated useful lives and residual values are reviewed each year and amended if necessary.
Fixed Assets Useful lives
Office and field equipment and furniture 3-7 years
Right of Use Lease Assets
The Group determines if an arrangement is a lease at inception if the contact conveys the right to control the use
and obtain substantially all the economic benefits from the use of an identified asset for a period of time in
exchange for consideration.
The Group identifies a lease as a finance lease if the agreement includes any of the following criteria: transfer of
ownership by the end of the lease term; an option to purchase the underlying asset that the lessee is reasonably
certain to exercise; a lease term that represents 75 percent or more of the remaining economic life of the underlying
asset; a present value of lease payments and any residual value guaranteed by the lessee that equals or exceeds 90
percent of the fair value of the underlying asset; or an underlying asset that is so specialised in nature that there is
no expected alternative use to the lessor at the end of the lease term. A lease that does not meet any of these criteria
is considered an operating lease.
Lease right-of-use assets represent the Group\u2019s right to use an underlying asset for the lease term and lease
liabilities represent the Group\u2019s obligation to make lease payments arising from the lease. Right-of-use assets and
liabilities are recognised at the commencement date of a lease based on the present value of lease payments over
the lease term. The Group\u2019s lease terms may include options to extend or terminate the lease. The Group includes
these extension or termination options in the determination of the lease term when it is reasonably certain that the
Group will exercise that option. The Group does not recognise leases having a term of less than one year in our
consolidated statement of financial position.
Lease modifications are accounted for as a separate lease if the modification increases the scope of the lease by
adding the right to use one or more underlying assets, and the consideration for the lease increases by an amount
commensurate with the stand-alone price for the increase in scope. Other modifications are remeasured by
adjusting the lease liability and the right-of-use asset using a revised discount rate at the effective date of the
modification.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory_E55_CY": { "value": "
2.10
Intangible Fixed Assets
The Group purchased the domain name Chill.com on 22 June 2021. This domain name is the only intangible asset
held by the Group.
This domain name is stated in the financial statements at its cost of acquisition less accumulated amortisation. The
domain name is amortised over 25 years using the straight line method. The amortisation expense is included in
administrative expenses in the statement of comprehensive income. The balance as at 31 March 2024 is \u00a31,135,497
(2023: \u00a31,209,424). The amortisation expense for the year ended 31 March 2024 is \u00a351,521 (2023: \u00a350,470). The
net impact of translation adjustments on the intangible asset in the year ended 31 March 2024 was \u00a322,406 (2023:
\u00a369,669) .
In accordance with IAS 36 Impairment of Assets, the Group assesses impairment of the intangible asset if internal
or external factors or events cause the discounted fair value to be below the carrying value of the intangible asset.
Assessment is performed as to whether indicators are met; at which point if they are an impairment assessment is
performed whereby the Company assesses the carrying value versus the recoverable amount. Any impairment is
recognised within administrative expenses in the statement of comprehensive income. Management has deemed
the recoverable amount to be the value in use, which is determined via discounting future cash flows using an
appropriate discount rate.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory_E51_CY": { "value": "
2.11
Impairment Testing of Property, Plant and Equipment
At each balance sheet date, the Group assesses whether there is any indication that the carrying value of any asset may be
impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the
extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset,
the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash-generating units).
Individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset\u2019s or cash-generating unit\u2019s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions
less costs to sell, and value in use, based on in internal discounted cash flow evaluation. Any remaining impairment
loss is charged pro rate to the other assets in the cash generating unit.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForMeasuringInventories_E65_CY": { "value": "
2.12 Inventories
Inventories are stated at lower of cost and net realisable value. Costs of inventories are determined on a first-in-
first-out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of
competition and costs necessary to make the sale.
Given the shelf\u2010life of the Company\u2019s products, along with their relative saleability depending on remaining
useful life, the following inventory provisioning policies shall apply. Exceptions may be applied at the discretion
of the Board.
Label Life Remaining Recognised Value (%)
Receipt of Product
100%
Six
Months
75%
Four Months
50%
Two Months
25%
One Month
10%
Post
-
Expiry Date
0%
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForMeasuringInventories", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForBorrowingsExplanatory_E6_CY": { "value": "
2.13
Long-Term Debt
Government Loans
The Group received a Paycheck Protection Program (PPP) loan during the year ended 31 March 2021 from the
Small Business administration (SBA) as part of the Coronavirus Aid, Relief and Economic Security Act (CARES
Act). The loan is designed for qualifying businesses for amounts up to 2.5 times of the average monthly payroll
expense of the qualifying business. The SBA will forgive PPP loans if all employee retention criteria are met and
the funds are used for eligible expenses. The PPP loan initially is recorded as debt on the financials and 100%
unsecured. If the loan is not forgiven, the Group must pay monthly principal and interest payments loan at a stated
interest rate per year. The Group recognises grant income equal to PPP proceeds received upon forgiveness of the
loan.
The Group received a Bounce Back Loan Scheme (BBLS) loan during the year ended 31 March 2021 managed
by the British Business Bank on benefit of and with the financial backing of the Secretary of State for Business,
Energy and Industrial Strategy. The BBLS loan initially is recorded as debt on the financials and the Group pay
monthly principal and interest payments at a stated interest rate.
See Note 24 for additional information regarding these loans.
Convertible Loan Notes
The convertible loan note agreements, entered into by the Company in the prior financial year ended 31 March
2023, have been classified as compound financial instruments under IAS 32 Financial Instruments: Presentation.
The fair value of the liability component is valued at the net present value of the contracted future cash flows,
discounted at the Group\u2019s estimated cost of borrowing and is reported within loans and current maturity of loans.
Interest imputed on the liability component is amortised to the statement of comprehensive income on a straight-
line basis over the life of the instrument. The equity component represents the residual amount after deducting
the amount for the liability from the value of the loan note principal. Further details of the loan note can be found
in Note 24.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForIssuedCapitalExplanatory_E62_CY": { "value": "
2.14 Equity
Share capital is determined using the nominal value of shares that have been issued.
The Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction
costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax
benefits. Equity-settled share-based payments are credited to a Share-based payment reserve as a component of equity
until related options or warrants are exercised.
Shares to be issued are credited to the shares to be issued reserve as a component of equity until related shares are
issued.
Retained loss includes all current and prior period results as disclosed in the income statement.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory_E86_CY": { "value": "
2.15
Share-based Payments
The Group has issued warrants to investors and certain counterparties and advisors as well as share options to its
Directors and US based staff.
Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting
conditions) at the date of grant. The fair value so determined is expensed on a straight-line basis over the vesting period,
based on the Group\u2019s estimate of the number of shares that will eventually vest and adjusted for the effect of non-market
based vesting conditions.
Fair value is measured using either a Black Scholes or Monte Carlo pricing model, depending upon which
methodology is most appropriate in relation to the terms and conditions of the options or warrants granted. The
key assumptions used in the models have been adjusted, based on management\u2019s best estimate, for the effects of
non-transferability, exercise restrictions and behavioral considerations.
The Group issues shares allocated as compensation to its US based staff and Directors. Upon vesting date, the
shares are valued at the stated par value and share premium and recorded as compensation expense and share
premium in the financial statements.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForIncomeTaxExplanatory_E52_CY": { "value": "
2.16 Taxation
Tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the
income statement because it excludes items of income or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible. The Group\u2019s liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using
the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilized. Such assets and liabilities are not
recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable
profit not the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and
associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date 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 calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset
realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly
to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends
to settle its current tax assets and liabilities on a net basis.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForFinancialAssetsExplanatory_E37_CY": { "value": "
2.17
Financial Assets and Liabilities Financial Assets
(a)
Classification
The Group classifies its financial assets at amortised cost. The classification depends on the purpose for which the
financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
(b)
Recognition and measurement
Amortised cost
Regular purchases and sales of financial assets are recognised at cost on the trade date, the date on which the
Group commits to purchasing or selling the asset. Financial assets are derecognised when the rights to receive cash
flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the
risks and rewards of ownership.
(c)
Impairment of Financial Assets
The Group recognises an allowance for expected credit losses (\u201cECLs\u201d) for all debt instruments not held at fair
value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance
with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the
original expected interest rate (\u201cEIR\u201d). The expected cash flows will include cash flows from the sale of collateral
held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in
credit risk since initial recognition. ECLs are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the
Group applied the simplified approach in calculation ECLs, as permitted by IFRS 9. Therefore, the Group does
not track changes in credit risk, but instead, recognised a loss allowance based on the financial asset\u2019s lifetime
ECL at each reporting date.
The Group considers a financial asset to be in default when internal or external information indicates that the
Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit
enhancements held by the Group. A financial assets is written off when there is no reasonable expectation of
recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to
ongoing negotiations or enforcement activity.
Additionally, the Group will also take into account any circumstances relating to trade debtors when determining
whether an asset is in default or not. Where the Group considers there to be a reasonable prospect of recovery,
especially where there is an ongoing trading relationship with the debtor, the Group may consider it appropriate
not to deem an asset in default.
(d)
Derecognition
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or
when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.
On derecognition of a financial asset measured at amortised cost, the difference between the asset\u2019s carrying amount
and the sum of the consideration received and receivable is recognised in profit or loss.
Financial liabilities
(a)
Classification
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,
loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as
appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs. The Group\u2019s financial liabilities include trade and other
payables and loans.
(b)
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial
recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are
incurred for the purpose of repurchasing in the near term. This category also includes derivative financial
instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as
defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the
statement of profit or loss and other comprehensive income.
Trade and other payables
After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method.
Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities
are derecognised, as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss and other
comprehensive income.
(c)
Derecognition
A financial liability is derecognised when the associated obligation is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of
an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of
the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognised in profit or loss and other comprehensive income.
Liabilities within the scope of IFRS 9 are classified as financial liabilities at fair value through profit and loss or
other liabilities, as appropriate. A financial liability is derecognised when the obligation under the liability is
discharged or cancelled or expires. Financial liabilities included in trade and other payables are recognized initially
at fair value and subsequently at amortised cost.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory_E41_CY": { "value": "
2.17
Financial Assets and Liabilities Financial Assets
(a)
Classification
The Group classifies its financial assets at amortised cost. The classification depends on the purpose for which the
financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
(b)
Recognition and measurement
Amortised cost
Regular purchases and sales of financial assets are recognised at cost on the trade date, the date on which the
Group commits to purchasing or selling the asset. Financial assets are derecognised when the rights to receive cash
flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the
risks and rewards of ownership.
(c)
Impairment of Financial Assets
The Group recognises an allowance for expected credit losses (\u201cECLs\u201d) for all debt instruments not held at fair
value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance
with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the
original expected interest rate (\u201cEIR\u201d). The expected cash flows will include cash flows from the sale of collateral
held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in
credit risk since initial recognition. ECLs are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the
Group applied the simplified approach in calculation ECLs, as permitted by IFRS 9. Therefore, the Group does
not track changes in credit risk, but instead, recognised a loss allowance based on the financial asset\u2019s lifetime
ECL at each reporting date.
The Group considers a financial asset to be in default when internal or external information indicates that the
Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit
enhancements held by the Group. A financial assets is written off when there is no reasonable expectation of
recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to
ongoing negotiations or enforcement activity.
Additionally, the Group will also take into account any circumstances relating to trade debtors when determining
whether an asset is in default or not. Where the Group considers there to be a reasonable prospect of recovery,
especially where there is an ongoing trading relationship with the debtor, the Group may consider it appropriate
not to deem an asset in default.
(d)
Derecognition
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or
when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.
On derecognition of a financial asset measured at amortised cost, the difference between the asset\u2019s carrying amount
and the sum of the consideration received and receivable is recognised in profit or loss.
Financial liabilities
(a)
Classification
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,
loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as
appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs. The Group\u2019s financial liabilities include trade and other
payables and loans.
(b)
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial
recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are
incurred for the purpose of repurchasing in the near term. This category also includes derivative financial
instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as
defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the
statement of profit or loss and other comprehensive income.
Trade and other payables
After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method.
Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities
are derecognised, as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss and other
comprehensive income.
(c)
Derecognition
A financial liability is derecognised when the associated obligation is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of
an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of
the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognised in profit or loss and other comprehensive income.
Liabilities within the scope of IFRS 9 are classified as financial liabilities at fair value through profit and loss or
other liabilities, as appropriate. A financial liability is derecognised when the obligation under the liability is
discharged or cancelled or expires. Financial liabilities included in trade and other payables are recognized initially
at fair value and subsequently at amortised cost.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfAccountingJudgementsAndEstimatesExplanatory_D325411523_CY": { "value": "
2.18 Significant estimates and judgements
In the process of applying the entity\u2019s accounting policies, management makes estimates and assumptions that
have an effect on the amounts recognised in the financial information. Although these estimates are based on
management\u2019s best knowledge of current events and actions, actual results may ultimately differ from those
estimates. The key assumptions concerning the future, and other key sources of estimation uncertainty at the
balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial period, are those relating to:
\u25cf
the carrying value and recoverability of investments in, and loan to, subsidiary companies (Note 14)
\u25cf
Fair value of options and warrants granted (Note 20)
\u25cf
Useful life, lifespan and carrying value of the domain name Chill.com (Note 13)
\u25cf
the provisions for inventory assets (Note 15)
\u25cf
the calculation of the debt and equity component of the convertible loan notes (Note 22)
Carrying Value and recoverability of Investment in, and Loan to, Subsidiary Companies
The Company has invested in the subsidiary companies which, whilst generating revenues, are not yet
profitable or providing cash flows. The estimates used in forecasting the potential future cash generation by
the own-branded product operations focus on business sensitive factors such as distribution agreements, sales
volume, pricing and cost of sales. The Directors considered the recoverability of the loans to subsidiaries and
do not expect to recover the loans in the near future. Due to this the Group has considered it necessary to
impair the entirety of the loans to subsidiary companies.
Fair Value of Options and Warrants Granted
Fair value is measured using either a Black Scholes or Monte Carlo pricing model, depending upon which
methodology is most appropriate in relation to the terms and conditions of the options or warrants granted. The
key assumptions used in the models have been adjusted, based on management\u2019s best estimate, for the effects of
non-transferability, exercise restrictions and behavioral considerations, see Note 20.
Useful life and Recoverability of the Carrying Value of the Domain Name
The domain name is amortised over 25 years using the straight line method, which was determined to be the
estimated useful life of the domain name asset by the Group based on industry analysis. The Group analyses
impairment of the domain name if internal or external factors or events cause the recoverable amount to be below
the carrying value of the intangible asset. An impairment loss is recognised within administrative costs within the
statement of comprehensive income for the amount by which the asset\u2019s carrying amount exceeds its estimated
recoverable amount less costs to sell. The discounted cash flow approach was undertaken in assessing the domain
name impairment.
We have prepared a discounted cash flow model projecting cash flows from 2025 to 2045, incorporating annual
sales growth, gross margins, a present value discount at the rate of 14.44% based on the Capital Asset Pricing
Model (CAPM), and a terminal value as at 2045.
Provisions for Inventory Assets
Given the shelf\u2010life of the Company\u2019s products, along with their relative salability depending on remaining useful
life, the Group provides inventory provisions based on estimated shelf live, discussed above in note 2.12.
Provisions for inventory are recorded when events or changes in circumstances indicate the carrying cost of
inventories will not be fully realised.
Convertible Loan Note Classification
The convertible loan note agreements, entered into by the Company in prior financial period have been classified
as compound financial instruments under IAS 32. The fair value of the liability component is valued at the net
present value of the contracted future cash flows, discounted at the Group\u2019s estimated cost of borrowing of 12.5%.
The equity component represents the residual amount after deducting the amount for the liability from the value
of the funds received.
Measurement of expected credit losses
The measurement of both the initial and ongoing ECL allowance for trade receivables measured at amortised cost
is an area that requires the use of significant assumptions about credit behaviour such as likelihood of customers
defaulting and the resulting losses. In assessing the probability of default, the Board has taken note of the
experience and loss history of its customers which may not be indicative of future losses. The default probabilities
are based on a number of factors including customer and sectoral trends which the Board believes to be a good
predictor of the probability of default. The Group has applied the simplified approach to recognise lifetime
expected credit losses for its trade receivables as required or permitted by IFRS 9.
Management has performed a calculation to ascertain the expected credit loss provision, which for the year ended
31 March 2024 amounted to \u00a3180,000 (2023: \u00a3nil). The movement has been recognised in the statement of
comprehensive income.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfInitialApplicationOfStandardsOrInterpretations_D1113888766_CY": { "value": "
2.18
Standards, Amendments and Interpretations to Existing Standards that are not yet Effective and
Have not been Early Adopted by the Group
(a)
New and amended Standards and Interpretations adopted by the Group and Company
No standards or Interpretations that came into effect for the first time for the financial year beginning 1 April 2023
have had an impact on the Group.
(b)
New and amended Standards and Interpretations issued but not effective for the financial year beginning 1
April 2024
At the date of approval of these financial statements, the following standards and interpretations which have not
been applied in these financial statements were in issue but not yet effective (and in some cases had not been
adopted by the UK):
- Amendments to IAS 21: Lack of exchangeability \u2013 effective 1 January 2025*
- Amendments to IFRS 18: Presentation and Disclosures in Financial Statements \u2013 effective 1 January 2027*
- Amendments to IFRS 19: Subsidiaries without Public Accountability: Disclosures \u2013 effective 1 January
2027*
*subject to UK endorsement
The new and amended Standards and Interpretations which are in issue but not yet mandatorily effective are not
expected to be material.
", "dimensions": { "concept": "ifrs-full:DescriptionOfInitialApplicationOfStandardsOrInterpretations", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_ExplanationOfNotAppliedNewStandardsOrInterpretations_D437392210_CY": { "value": "2.18Standards, Amendments and Interpretations to Existing Standards that are not yet Effective andHave not been Early Adopted by the Group(a)New and amended Standards and Interpretations adopted by the Group and CompanyNo standards or Interpretations that came into effect for the first time for the financial year beginning 1 April 2023have had an impact on the Group.(b)New and amended Standards and Interpretations issued but not effective for the financial year beginning 1April 2024At the date of approval of these financial statements, the following standards and interpretations which have notbeen applied in these financial statements were in issue but not yet effective (and in some cases had not beenadopted by the UK):- Amendments to IAS 21: Lack of exchangeability \u2013 effective 1 January 2025*- Amendments to IFRS 18: Presentation and Disclosures in Financial Statements \u2013 effective 1 January 2027*- Amendments to IFRS 19: Subsidiaries without Public Accountability: Disclosures \u2013 effective 1 January2027**subject to UK endorsementThe new and amended Standards and Interpretations which are in issue but not yet mandatorily effective are notexpected to be material.", "dimensions": { "concept": "ifrs-full:ExplanationOfNotAppliedNewStandardsOrInterpretations", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfRevenueExplanatory_E119_CY": { "value": "
3.
Revenue
2024 2023
\u00a3 \u00a3
Sales of consumer packaged goods products 1,908,020 82,840
The geographical split of revenues which all related to nicotine-free vapes or sales of third party branded products
can be seen in note 4 below.
Approximately 85% of the Company\u2019s sales during the year ended 31 March 2024 were derived from one UK
customer.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfEntitysReportableSegmentsExplanatory_E41_CY": { "value": "
4.
Segment Reporting
Under IFRS 8, there is a requirement to show profit or loss for each reportable segment and total assets
and total liabilities for each reportable segment if such amounts are regularly provided to the CODM,
being the Chief Executive Officer.
The Company considers there is only one business segment and
the Group has analysed the Group\u2019s activity based on geographical location.
Results by geographical location:
US Operations
UK
Operations
Intra-Group
Eliminations Total
Year ended 31 March 2024 \u00a3 c \u00a3 \u00a3
Revenue
68,719 1,839,301 - 1,908,020
Cost of revenue
(83,541) (956,512) - (1,040,053)
Obsolete inventory expense
(367,507) (27,650) - (395,157)
Gross profit (loss)
(382,329) 855,139 - 472,810
Other
operating costs
(1,461,021) (2,072,934) 10,448 (3,523,507)
Finance costs
(5,149) (371,933) - (377,082)
Finance
income
12 87,021 - 87,033
Other income
25 245 - 270
Recovery (impairment) of
intercompany loan
1,104,240 (1,093,792) (10,448) -
Net loss from continuing
activities
(744,222) (2,596,254) - (3,340,476)
Total assets
1,618,577 3,646,648 - 5,265,225
Net
assets
1,065,635 1,505,241 - 2,570,876
US Operations UK Operations Intra-Group
Eliminations
Total
Year ended 31 March 2023 \u00a3 c \u00a3 \u00a3
Revenue
64,167 18,673 - 82,840
Cost of revenue
(33,964) (27,834) - (61,798)
Obsolete inventory expense
(139,337) (88,564) - (227,901)
Gross profit (loss)
(109,134) (97,725) - (206,859)
Share-based payments
charge
- (1,126,846)
- (1,126,846)
Other operating costs
(1,822,625) (813,490) - (2,636,115)
Finance costs
(323,556) (323,556)
Other income
6,053 24,309 - 30,362
Recovery (impairment) of
intercompany loan
2,184,257 (2,251,265) 67,008 -
Net income (loss) from
continuing activities
258,551 (4,588,573) 67,008 (4,263,014)
Total
assets
2,453,101 3,687,972 - 6,141,073
Net assets
/ (liabilities)
1,839,721 (961,049) - 878,672
All of the Group\u2019s activities related to its business in the United States and UK. Information relating to the
CBD activities are shown in the primary statements, therefore all IFRS disclosures are incorporated
within other notes to the financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfExpensesByNatureExplanatory_E44_CY": { "value": "
5.
Nature of Expenses
2024 2023
\u00a3 \u00a3
Within administrative expenses and share expenses for options
granted, the following non-cash expenses are included:
Depreciation of property, plant and equipment 13,150 14,405
Depreciation of right of use asset 150,200 67,904
Amortisation of the domain name \u201cChill.com\u201d 51,521 50,470
Provision for expected credit losses 180,000 -
Finance costs 377,082 323,556
Share-based payments charge - 1,126,846
Lease operating expenses - 48,669
Auditor\u2019s remuneration
- Audit of Group (note 7) 122,000 122,000
- Non-audit services 45,000 -
Director\u2019s remuneration (including share-based payment charge) 427,347 434,277
Staff costs (including Directors) 550,558 609,386
", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesByNatureExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfInformationAboutEmployeesExplanatory_E68_CY": { "value": "
6.
Directors and Staff Costs
The average number of staff during the year, including Directors, was 7 (2023: 5). As shown staff costs
for the Group, for the year, including Directors, were:
2024 2023
\u00a3 \u00a3
Salaries 469,359 536,049
Pension contributions 2,642 2,311
Healthcare Costs 57,281 46,287
529,282 584,647
Social Security and other payroll tax costs 21,277 24,739
550,559 609,386
The Directors have determined that there are no key management personnel other than the Directors
during the year. Management remuneration paid and other benefits supplied to the Directors during the
period plus the associated social security costs were as follows:
2024 2023
\u00a3 \u00a3
Salaries 348,081 367,247
Pension contributions 2,642 2,311
Healthcare Costs 49,221 46,287
399,944 415,846
Social Security and other payroll tax costs 27,403 18,431
427,347 434,277
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfAuditorsRemunerationExplanatory_E7_CY": { "value": "
7.
Auditor\u2019s Remuneration
2024
2023
Chill Brand Group PLC
\u00a3
\u00a3
Fees payable to the company\u2019s auditor for the audit of the individual
and group accounts
67,200
67,200
Non
-
audit services
45,000
-
Chill Corporation
Fees payable to the company\u2019s auditor for the audit of the individual
accounts
54,800
54,800
", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfIncomeTaxExplanatory_E67_CY": { "value": "
8.
Taxation
2024 2023
\u00a3 \u00a3
Current tax - -
Deferred tax - -
Total - -
The charge/credit for the period is made up as follows:
Corporate taxation on the results for the period - -
UK - -
Non-UK - -
Taxation charge/credit for the period - -
A reconciliation of the tax charge/credit appearing in the income statement to the tax credit that would result
from applying the standard rate of tax to the results for the period is:
Loss per accounts (3,370,293) (4,287,891)
Tax credit at the standard rate of corporation tax at a combined rate of
24% (2023:20%) (808,870) (857,578)
Impact of unrelieved tax losses carried forward 808,870 (857,578)
Taxation credit for the period - -
The Directors consider that there are no material disallowable costs or timing differences in respect of the current year.
Estimated tax losses of \u00a314.9 million (2023: \u00a311.9 million) may be available for relief against future profits,
however, the estimated tax losses are dependent on eradication of losses on the change from a natural resources
business to a consumer packaged-goods business. The deferred tax asset not provided for in the accounts based on
the estimated tax losses and the treatment of temporary timing differences, is approximately \u00a33.2 million (2023:
\u00a32.4 million). Utilisation of these losses in future may or may not be possible depending upon future profitability
within the Group and the continued availability of the losses due to the change in the Group\u2019s core activities. The
losses from the previous oil and gas activities have been excluded from the above due to the uncertainty of the
value of the losses due to the change in activities.
No deferred tax asset has been recognised by the Group due to the uncertainty of generating sufficient future
profits and tax liability against which to offset the tax losses. Although current tax rates in the U.S. differ to those
in the UK, due to the uncertainty of timing of any available relief and the Corporation tax rates that would be
applicable at that time in either the UK or the U.S., where the Group\u2019s operations principally occur, the Directors
have assumed that the applicable tax rate will be 24%, which is a blended rate given that the tax rate in the USA
is 21 percent and the main profits rate in the UK is 25 percent.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfDiscontinuedOperationsExplanatory_E36_CY": { "value": "
9.
Loss for the Period from Discontinued Activities
During the year ended 31 March 2020, the Board decided that the Group should withdraw from all oil and gas
activities due to the continued volatility in the sector and the lack of progress in establishing profitable niche
positions for the Group. The Group disposed of its interest in its East Denver producing wells, its Kansas
operations and its patent portfolio along with its premises leases during the current year. The Group continues to
incur costs on this sector in relation to the growing of the vegetation of the land in order to retrieve the bond
deposit with the state.
The results of the discontinued operations which have been included in the consolidated income statement were
as follows:
Year ended 31
March 2024
Year ended 31
March 2023
\u00a3 \u00a3
Revenue and other income - -
Administrative expenses (29,817) (24,877)
Operating loss (29,817) (24,877)
Loss on ordinary activities before taxation (29,817) (24,877)
Taxation on loss on ordinary activities - -
Loss for the period from discontinued activities (29,817) (24,877)
Cash flows from discontinued activities
Operating activities (29,817) (24,877)
Investing activities - -
Financing activities - -
(29,817) (24,877)
", "dimensions": { "concept": "ifrs-full:DisclosureOfDiscontinuedOperationsExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfEarningsPerShareExplanatory_E38_CY": { "value": "
10.
Loss Per Share
Loss (\u00a3)
Weighted average number
of shares
Per share amount
(\u00a3)
For the year ended 31 March 2024
Basic loss per share:
Continuing activities (3,340,476) 345,693,745 (0.96)p
Discontinued activities (29,817) 345,693,745 (0.01)p
Totals (3,370,293) 345,693,745 (0.97)p
For the year ended 31 March 2023
Basic loss per share
Continuing activities (4,263,014) 242,977,694 (1.75)p
Discontinued activities (24,877) 242,977,694 (0.01)p
Totals (4,287,891) 242,977,694 (1.76)p
The calculation of the loss per share is based on the weighted average of 345,693,745 shares (2023: 242,977,694
shares). The calculation includes ordinary shares in issue during the period and on the loss for the financial period
after taxation of \u00a33,370,294 (2023: \u00a34,287,891) split between the loss on continuing activities of \u00a33,340,476 (2023:
\u00a34,263,014) and the loss on discontinued activities of \u00a329,817 (2023: \u00a324,877).
Basic earnings per share is based on net income and is calculated based upon the daily weighted-average number
of common shares outstanding during the periods presented, Also, this calculation includes fully vested stock
awards that have not been issued as common stock.
Diluted loss per share is calculated by dividing the results after tax attributable to members by the weighted average
number of shares in issue, adjusted for potentially dilutive share options. Given that the Group is in a loss position,
diluted loss per share has not been presented and the basic measure has been used.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfPropertyPlantAndEquipmentExplanatory_E109_CY": { "value": "
11.
Property, Plant and Equipment
Group Cost Plant and Equipment Total
\u00a3 \u00a3
At 31 March 2022 90,048 90,048
Translation adjustment 5,462 5,462
At 31 March 2023 95,510 95,510
Depreciation
At 31 March 2022 35,875 35,875
Charge for the year 14,405 14,405
Translation adjustment 2,618 2,618
At March 31 2023 52,898 52,898
Cost
At 31 March 2023 95,510 95,510
Translation adjustment (1,808) (1,808)
At 31 March 2024 93,702 93,702
Depreciation
At 31 March 2023 52,898 52,898
Charge for the year 13,150 13,150
Translation adjustment (1,126) (1,126)
At 31 March 2024 64,922 64,922
Net book Value
At 31 March 2022 54,173 54,173
At 31 March 2023 42,612 42,612
At 31 March 2024 28,780 28,780
", "dimensions": { "concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfLeasesExplanatory_E87_CY": { "value": "
12.
Right-of-Use Asset
Asset Liability
\u00a3 \u00a3
As of 31 March 2023 210,216 (218,141)
Lease additions 94,703 (94,703)
Lease modifications 27,826 (27,826)
Depreciation of right of use assets (152,089) -
Lease liability principal repayments - 151,873
Foreign currency differences (2,538) 4,161
As of 31 March 2024 178,118 (184,636)
Future minimum lease payments under non-cancellable
operating leases 31 March 2024
\u00a3
Within one year 92,393
Within two to five years 92,243
Total 184,636
The Group leases an office and warehouse space under non-cancelable operating leases with remaining lease
terms expiring on 30 April 2026 ( with an option to extend for another 5 years) and 31 May 2024, respectively.
The right of use assets are carried at \u00a3178,118 and is reported within non-current assets in the Consolidated
Statement of Financial Position. Operating liabilities are reported within the non-current liabilities in the
Consolidated Statement of Financial Position. The Group has not entered into any finance leases. Operating lease
costs under this lease for the year ended 31 March 2024 totalled \u00a3nil (2023: \u00a368,124).
For leases with a term of 12 months or less (short-term leases) with no purchase option, IFRS 16 permits a lessee
to make an accounting policy election by class of underlying asset not to recognise lease assets and lease liabilities.
If a lessee makes this election, it should recognise the lease expense for such leases generally on a straight line
basis over the lease term. In the year ended 31 March 2023, the Group made this accounting policy election related
to short-term leases for all classes of underlying assets and therefore the Group did not recognise lease assets and
lease liabilities related to the lease with Racquette Hanger, LLC as discussed in note 26. In the year ended 31
March 2024, the Group agreed to lengthen the agreed lease terms with Racquette Hanger, LLC by 12 months.
These modifications have resulted in an increase in the total amounts payable under the existing lease and a
corresponding recognition to both of the right-of-use asset and lease liabilities with effect from the date of
modification (9 June 2023). Accordingly, the Group recognised a right-of-use asset and lease liability of \u00a394,733
based on the modified lease payments using the discount rate on the modification date.
", "dimensions": { "concept": "ifrs-full:DisclosureOfLeasesExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfIntangibleAssetsExplanatory_E72_CY": { "value": "
13.
Intangible Assets
Domain Name
\u201cChill.com\u201d
\u00a3
Cost
Balance at 31 March 202
3
1
,
300,456
Translation
a
djustment
s
(24
,616
)
_
Balance at 31 March 202
4
1,275,
8
4
0
Accumulated amortisation
Balance at 31 March 202
3
(
91,032
)
Charge for the year
(51,
521)
Translation
a
djustment
s
2,21
0
Balance at 31 March 202
4
(
14
0,34
3
)
Intangible Asset, net at 31 March 2023 1,209,424
Intangible Asset, net at 31 March 2024 1,135,497
The Group entered into an agreement to purchase the domain name \u201cChill.com\u201d and all intellectual property rights
that it has accrued in connection with the domain name and its use. The Group values the intangible assets at cost
in accordance with IAS 38 Intangible Assets.
For the purposes of recognition of the asset\u2019s value, the Group has determined that the Chill.com domain has an
estimated useful life of 25 years, and its value should therefore be amortised over that same period. As at 31 March
2024, the remaining useful life was approximately 22 years.
In determining the appropriate estimated useful life of the Asset, the Group\u2019s management has given consideration
to the following factors:
\u25cf the treatment of domain assets by international regulatory bodies;
\u25cf the impact of the Asset on revenues generated by the Group;
\u25cf the continued development of an e-commerce platform under the Asset;
\u25cf the commercial opportunities attracted by ownership of the Asset; and
\u25cf the likelihood of realising the assets full purchase value on any future disposal.
In accordance with IAS 36 Impairment of Assets, the Group assesses impairment of the intangible asset if internal
or external factors or events cause the recoverable amount to be below the carrying value of the intangible asset.
Assessment is performed as to whether indicators are met; at which point if they are an impairment assessment is
performed whereby the Company assesses the carrying value versus the recoverable amount. Impairment charges
are recognised within administrative expenses in the statement of comprehensive income.
The following potential indicators of impairment were highlighted by this review:
- Sales through the website in the year ended 31 March 2024 were below forecasts produced in the prior
year.
- Legislation enacted by the UK government prohibited the sale of disposable vape products from 1 June
2025, impacting on the Company\u2019s prior intentions to continue sales of such products.
Whilst sales of third-party brands made through the domain during the financial year were lower than previously
forecasted, the bearing of this performance on future growth is, in the opinion of the Company\u2019s management,
limited. This is because while the domain was acquired with ambitious growth aspirations, little was done in practice
to realise these goals or to deliver growth. In particular, the Company did not:
\u25cf Consistently execute a search engine optimisation strategy to enhance the organic visibility of the site on
search engines;
\u25cf Execute any paid advertising program to drive targeted traffic to the site from Google or Meta platforms,
including Instagram and Facebook;
\u25cf Operate an effective affiliate or influencer marketing campaign;
\u25cf Allocate any meaningful budget to attract user traffic to the site or build an extended email marketing list.
Consequently, we do not consider that the past performance of the domain reflects its potential under a properly
resourced and executed strategy.
With regard to the recent legislative changes, the Company recognises that previously provided projections were in
part predicated on the expectation of continued sales of the Company\u2019s first generation of Chill ZERO branded
vape products. However, as a result of legislation brought forward by the UK government, disposable vape products
became prohibited in the UK from 1 June 2025.
While this means that sales of the existing product will cease, it does not change the Company\u2019s mid to long-term
view of the vaping industry or the potential of the Company\u2019s brand and products within it. The Company has
developed and procured its own range of e-liquids for use in refillable vapes and is progressing towards the launch
of rechargeable, reusable pod-based vaping products that will be a direct replacement for the company\u2019s existing
disposable products.
Although this legislative change has introduced short-term turbulence to the market for vape products, the Company
actually considers that the prohibition on disposable vapes and the introduction of various regulations concerning
vaping products will bring more stability and predictability to the market. This regulatory environment will enable
retail buyers to confidently engage with brands, given that the market will be settled and more predictable.
Management have deemed the recoverable amount to be the value in use, which is determined via discounting future
cash flows. The discounted cash flow model prepared by the Company has projected cash flows from 2025 to 2045,
incorporating annual sales growth, gross margins and a present value discount at the rate of 14.44% based on the
Capital Asset Pricing Model (CAPM), and a terminal value as at 2045. On the basis of this assessment, no
impairment was deemed necessary.
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14.
Investment in Subsidiary and Loan to Group Companies
Company 2024 2023
\u00a3 \u00a3
Investment in subsidiaries at cost 15,746,468 15,746,468
Less: impairment provision (15,746,468) (15,746,468)
Investment in subsidiaries - -
The Company has three subsidiaries for the years end 31 March 2024 and 2023.
All subsidiary companies are consolidated in the Group\u2019s financial statements.
Name
Place of
Incorporation
and Operation
Proportion of
Ownership
Interest
Profit (Loss)
for the Year
Aggregate
Capital and
Reserves at 31
March 2024
Highlands Natural Resources Corporation USA 100% (29,817) (832,214)
Highlands Montana Corporation* USA 100% - (\u00a33,685,668)
Chill Corporation* USA 100% (744,272) (1,358,647)
*Owned by Highlands Natural Resources Corporation
The principal activity of Chill Corporation is as a developer and producer of nicotine-free vape products and other
consumer packaged-goods products.
Highlands Natural Resources Corporation and Highlands Montana Corporation were dormant throughout the year
ended 31 March 2024. The registered office of the USA based subsidiaries is 1601 Riverfront Drive Suite 201,
Grand Junction, Colorado 81501. The ownership in all cases is 100% of the issued ordinary shares of each
company and in all cases represents 100% of the voting rights.
The investments in the shares of the subsidiaries are long term holdings and were initially made for the long term
financing of the Group\u2019s oil and gas activities. Given the withdrawal of the Group from the oil and gas sector, and
the associated losses generated from those discontinued activities, the Board has taken the view that there is no
certainty of any significant sums being generated in the future from those activities to support the initial investment
values. Consequently, the Company has made full provision against the investment in the shares of its US based
subsidiaries.
During the year, the Company made further loans to Chill Corporation and Highlands Natural Resource
Corporation to fund the US operations. The Board does not consider that in due course such loans will be
recoverable in full. In particular, management has assessed the non-performative elements of the business and the
Company now intends to shutter its US operations while it focuses on developing its core business. Due to this, it
was considered reasonable to impair the loans as of 31 March 2024. See Critical accounting judgements and key
sources of estimation uncertainty at note 2.18.
Loan to Group Undertaking Loan at Cost
Impairment
Provision Net Total
\u00a3 \u00a3 \u00a3
At 31 March 2023 11,580,990 (11,580,990) -
Additions 1,093,789 - 1,093,789
Impairment - (1,093,789) (1,093,789)
At 31 March 2024
12,674,779 (12,674,779)
-
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15.
Inventories
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Finished goods 667,807 222,949 650,921 109,646
Raw materials 351,129 - 357,903 -
Impairment charges (879,098) (116,214) (544,796) (88,564)
Totals 139,838 106,735 464,028 21,082
Obsolete inventory expense (Group) 2024 2023
Impairment of hemp inventory 351,129 -
Inventory provisions based on \u201cbest by\u201d date 29,835 170,905
Provision of inventory due to slow movement 14,193 56,996
Total charge for the year 395,157 227,901
The Group\u2019s inventory of hemp seeds was fully impaired in the year ended 31 March 2024. Despite the seeds'
strong genetic profile, proven cultivation viability, and potential for alternative applications, the Company
acknowledged the uncertainty surrounding their commercialisation. The failure to meet EU uniformity standards
limits their immediate marketability in Europe, while regulatory and market dynamics in other regions, such as
the United States, remain subject to external factors. Given the uncertainty introduced by these factors, the
Directors have elected to fully impair the value of the feminised hemp seed inventory in the current financial year.
This decision does not diminish the seeds\u2019 inherent potential but reflects a cautious approach given the challenges
associated with their immediate monetisation.
Below is a reconciliation of the movement of the accumulated provision for obsolete inventory for the Group for
the year ended 31 March 2024.
Accumulated provision for obsolete inventory at 1 April 2023
(544,796)
Provisions during the period
(395,157)
Inventory allowance released in the year
53,068
Translation adjustment
7,787
Accumulated provision at 31 March 2024 (879,098)
Management reviews inventory best by dates and creates a provision for inventory based on the inventory
provisioning policy discussed in Note 2.12.
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16.
Trade & Other Receivables
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Trade receivables (gross) 1,546,308 1,501,808 16,331 842
ECL provision (180,000) (180,000) - -
Trade receivables (net of ECL provision) 1,366,308 1,321,808 16,331 842
Prepayments & other debtors 1,101,396 992,193 431,036 121,805
2,467,704 2,314,001 447,367 122,647
All amounts in trade receivables are due within 3 months and are stated at amortised cost.
The Group applies the IFRS9 simplified approach to measuring expected credit losses using a lifetime expected
credit loss provision for trade receivables. To measure expected credit losses on a collective basis, trade receivables
are grouped based on similar credit risk and ageing. The Group\u2019s customer base is of a similar bracket and share
the same characteristics, as such these have been treated as one population. The expected lifetime losses in respect
of trade receivables are considered to be \u00a3180,000 (2023: \u00a3nil).
The expected credit losses have been based on historical, current and forward-looking information. The Group
does not change the classification of a trade receivable if payment is delayed where the value is considered to be
recoverable. The Group assesses trade receivables and the associated debtors to determine the appropriateness of
this treatment and the likelihood of recovery.
Provision for expected credit losses (Group) 2024 2023
As at 1 January - -
Movement in expected credit loss provision 180,000 -
As at 31 December 180,000 -
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17.
Cash & Cash Equivalents
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Cash at bank 1,315,289 1,225,912 3,767,426 3,544,243
Cash at bank comprises of balanced held by the Group in current bank accounts. The carrying amount of these
assets approximated to their fair value.
The credit ratings for Virgin Money UK Plc were:
Rating Agency Rating
Fitch A-
Moody\u2019s Baa2
Credit ratings were not available for Timberline Bank.
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18.
Trade & Other Payables
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Trade and other payables 658,143 439,131 418,641 97,264
Accruals 228,798 89,272 122,000 67,200
886,941 528,403 540,641 164,464
Trade payables, accruals and other payables principally comprise amounts outstanding for trade purchases and
continuing costs and are stated at amortised cost. The Directors consider that the carrying amount of trade and
other payables approximates to their fair value.
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19.
Share Capital
2024 2023
\u00a3 \u00a3
Allotted called up and fully paid:
506,291,025 ordinary 1p shares (2023: 261,115,305 ordinary 1p shares) 4,953,169 2,611,153
The Company has only one class of share. All ordinary shares have equal voting rights and rank pari passu for the
distribution dividends and repayment of capital.
Par Value of
Shares Issued
Number \u00a3
At 31 March 2023 261,115,305 2,611,153
15 May 2023 issue of shares at 4.0p per share 26,500,000 265,000
5 December 2023 issue of shares at 2.0p per share 154,675,220 1,546,752
Adjustment on convertible loan note conversion - (109,741)
26 January 2024 issue of shares at 3.75p per share 64,000,500 640,005
Total number of shares in issue at 31 March 2024 506,291,025 4,953,169
Share Premium Account
Shares \u00a3
At 31 March 2023 261,115,305 10,923,000
15 May 2023 issue of shares at 4p per share
26,500,000 795,000
5 December 2023 issue of shares at 2.0p per share
154,675,220 1,546,752
Adjustment on convertible loan note conversion
- (109,741)
26 January 2024 issue of shares at 3.75p per share
64,000,500 1,760,014
Less: costs relating to share issue - (159,455)
At 31 March 2024 506,291,025 14,755,570
On 15 May 2023, the Group announced that it had issued 1,500,000 new ordinary shares of 1 pence each to a
service provider at a price of 4 pence per share. The shares were issued in settlement of an invoice for investor
relations and connected services, following the aforementioned fundraise and ongoing work to assist the Group in
communicating with investors.
On 15 May 2023, the Group issued 25,000,000 of new ordinary shares at 1 pence each to an investor from the
March 2023 fundraise at a price of 4 pence per share.
On 5 December 2023, the Company issued 154,675,220 ordinary shares of 1 pence each on the conversion of the
Company\u2019s Convertible Loan Notes at an effective price of 2 pence per share. On the same date, the Company
sought admission to trading of up to a further 19,750,574 ordinary shares pursuant to Warrant previously issued,
as follows:
Description Number of warrants Date of grant Exercise period Exercise price per
Ordinary Share
Series 1
10,000,000
13 May 2022
13 May 2025
10.0 pence
Series 2
400,000
13 May 2022
13 May 2025
5.0 pence
Series 3
9,350,574
13 May 2022
30 May 2025
2.0 pence
Total
19,750,574
On 26 January 2024, the Company undertook a conditional placing of 28,533,800 new ordinary shares of 1p each
in the Company (the \"Placing Shares\") at a price of 3.75 pence per share (the \"Issue Price\") (the \"Placing\"), and
conditional subscription of 3,466,700 new Ordinary Shares (the \"Subscription\") at the Issue Price, together raising
\u00a31,200,019 before expenses for the Company.
The Company also announced the conversion of the coupon amount to be repaid on the convertible loan notes in
the sum of \u00a3192,000 (together with accrued interest of \u00a38,000) and the capitalisation of \u00a31,000,000 of liabilities
predominantly comprised of inventory debt financing by existing significant shareholder, Mr Jonathan Swann for
32,000,000 new Ordinary Shares (the \"Capitalisation\", together with the Placing and Subscription, the \"Fundraise\"),
in aggregate 64,000,500 new Ordinary Shares (the \"Fundraise Shares\"), at the Issue Price.
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20.
Share Options and Warrants
At 31 March 2024 there were options and warrants outstanding over 39,146,205 unissued ordinary shares
(2023: 48,496,779). Details of the options and warrants outstanding are as follows:
Issued Exercisable From Exercisable Until
Number
Outstanding
Exercise
Price (p)
12 October 2016 Any time until 11 October 2026 250,000 27.75
8 October 2019 8 October 2021 8 October 2029 5,839,773 10.00
8 October 2019 8 October 2022 8 October 2029 65,000 10.00
8 October 2019 Any time until 8 October 2029 1,000,000 10.00
28 May 2021 Any time until 28 May 2026 10,000,000 60.00
1 June 2021 1 June 2022 1 May 2026 1,200,000 10.00
27 September 2021 23 September 2022 23 September 2026 10,391,432 10.00
26 April 2022 26 April 2022 26 April 2025 400,000 5.00
26 April 2022 26 April 2022 26 April 2025 10,000,000 10.00
Total 39,146,205
The Directors held the following options and warrants at the beginning and end of the period:
Director
At 31
March 2023
Granted in
the Period
Exercised in
the Period
Lapsed in
the Period
At 31
March 2024
Exercise
price (p)
T Taylor 2,887,273 - - - 2,887,273 4-10p
A Russo 2,887,500 - - - 2,887,500 4-10p
C Sommerton - - - - - -
Total 5,774,773 - - - 5,774,773
The options held by T. Taylor and A. Russo issued in October 2019 are exercisable until 8 October 2029. All other
options are exercisable between 8 September 2024 and 8 September 2029.
The market price of the shares at the year-end was 2.40 p per share.
22.
Compound Loan Note Equity Component Reserve
The Company issued convertible loan notes in the year ended 31 March 2023 which constituted a compound
financial instrument under IAS 32.
A further breakdown of the equity component of the loan notes that have been recorded in the Compound Loan
Note Equity Component Reserve is shown in Note 24.
25.
Financial Instruments and Risk Management
The Group\u2019s financial instruments comprise primarily cash and various items such as trade debtors and trade
creditors which arise directly from its operations. The main purpose of these financial instruments is to provide
working capital for the Group\u2019s operations.
The Group does not utilise complex financial instruments or hedging mechanisms in respect of its non-sterling
operations.
Financial Assets by Category
The categories of financial assets included in the balance sheet and the heading in which they are included are as
follows:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Non-current assets
Loan to group undertaking - - - -
Current assets
Trade receivables 1,366,307 1,321,808 16,331 842
Other receivables 5,742 - - -
Cash and cash equivalents 1,315,289 1,225,912 3,767,426 3,544,243
Categorised as financial assets
measured at amortised cost 2,687,338 2,547,720 3,783,757 3,545,085
The loan to group undertaking has no fixed repayment date and its future repayment will depend upon the financial
performance of subsidiary. All other amounts are short term and none are past due at the reporting date.
Financial Liabilities by Category
The categories of financial liabilities included in the balance sheet and the heading in which they are included are
as follows:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Current liabilities
Trade and other payables 658,142 439,131 418,641 97,263
Loans 1,622,772 1,618,001 4,503,619 4,484,558
Categorised as financial liabilities
measured at amortised cost 2,280,864 2,057,132 4,922,260 4,581,821
All amount, excluding loans, are short term payables.
Credit Risk
The maximum exposure to credit risk at the reporting date by class of financial asset was:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Trade and other receivables 1,366,307 1,321,808 16,331 842
Related party note receivables - - 155,901 -
Credit and Liquidity Risk
Credit risk is managed on a Group basis. Funds are deposited with financial institutions with a credit rating
equivalent to, or above, the main UK clearing banks. The Group\u2019s liquid resources are invested having regard to
the timing of payments to be made in the ordinary course of the Group\u2019s activities. All financial liabilities are
payable in the short term (normally between 0 and 3 months) and the Group maintains adequate bank balances to
meet those liabilities as they fall due.
Capital Management
The Group considers its capital to be equal to the sum of its total equity. The Group monitors its capital using a
number of metrics including cash flow projections, working capital ratios, the cost to achieve development
milestones and potential revenue from partnerships and ongoing licensing activities. The Group\u2019s objective when
managing its capital is to ensure it obtains sufficient funding for continuing as a growing concern, The Group
funds its capital requirements through the issue of new share to investors.
Interest Rate Risk
The maximum exposure to interest rate risk at the reporting date by class of financial asset was:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Bank balances and receivables 1,315,289 1,225,912 3,767,426 3,544,243
The Group uses liquid resources to meet the cost of future development activities. Consequently, it seeks to
minimise risk in the holding of its bank deposits. The Group is not financially dependent on the small rate of
interest income earned on these resources and therefore the risk of interest rate fluctuations is not significant to
the business and the Directors have not performed a detailed sensitivity analysis. Nonetheless, the Directors take
steps when possible and cost effective to secure rates of interest which generate a return for the Group by
depositing sums which are not required to meet the immediate needs of the Group in interest-bearing deposits.
Other balances are held in interest-bearing, instant access accounts. All deposits are placed with main clearing
banks to restrict both credit risk and liquidity risk. The deposits are placed for the short term, between one and
three months, to provide flexibility and access to the funds and to avoid locking into potentially unattractive
interest rates.
Market Risk
Market risk arises from changes in interest rates, foreign exchange rates and equity prices, as well as in their
correlations and volatility levels. Market risk is managed on a Group basis in the ordinary course of the Group\u2019s
activities.
Currency Risk
The Group operates in a global market with income possibly arising in a number of different currencies, principally
in Sterling or US Dollars. The majority of the operating costs are incurred in Sterling with the rest predominantly
in US Dollars. The Group does not hedge potential future income or costs, since the existence, quantum and timing
of such transactions cannot be accurately predicted. The exchange rate in US Dollars to Sterling was 1.263 and
1.239 as of 31 March 2024 and 2023, respectively.
Financial assets and liabilities denominated in US Dollars and translated into Sterling at the closing rate were:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Financial assets 50,241 - 758,117 -
Financial liabilities (228,783) - (613,328) -
Net financial (liabilities)/assets (178,542) - 144,789 -
The following table illustrates the sensitivity of the net result for the period and the reported financial assets of the
Group in regard to the exchange rate for Sterling: US Dollar:
2024 as reported
If Sterling Rose
20%
If Sterling Fell
20%
\u00a3 \u00a3 \u00a3
Group result for the period (3,370,293) (3,285,701) (3,454,885)
US Dollar denominated net financial liabilities (178,542) (161,515) (195,569)
Total equity at 31 March 2024 2,570,877 2,834,231 2,287,523
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21.
Equity-settled Share-based Payments Reserve
2024 2023
\u00a3 \u00a3
Brought forward 4,516,608 3,389,762
Share based payment charge on options and warrants in the year - 1,126,846
Carried forward 4,516,608 4,516,608
The details of the exercise price and exercise period of options outstanding at the year-end are given in Note
20 above.
Details of the options and warrants outstanding at the period end are as follows:
Options and Warrants 2024 Number
2024 Weighted
average
exercise price \u2013
pence
2023
Number
2023
Weighted
average
exercise
price-pence
Outstanding at the beginning of the
period 48,496,779 24.23p 28,746,432 36.68p
Granted - - 19,750,574 6.11 p
Lapsed during the period (9,350,574) 2.0p - -
Exercised during the period - - (227) 10p
Outstanding at the period end 39,146,205 29.54p 48,496,779 24.23p
Exercised at the period end 250,227 27.75p 250,227 27.75p
The options and warrants outstanding at the period end have a weighted average remaining contractual life of
2.55 years.
Full details of the exercise price and potential exercise dates are given in Note 20 above.
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23.
Capital Commitments
There were no capital commitments at 31 March 2024 or 31 March 2023.
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24.
Long Term Debt
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Government loans 22,500 22,500 32,500 32,479
Other 9,771 - 19,040 -
Convertible loan notes 1,590,501 1,590,501 4,452,079 4,452,079
1,622,772 1,613,001 4,503,619 4,484,558
Current 211,017 202,000 468,893 459,792
Non-current 1,411,755 1,411,001 4,034,726 4,024,766
1,622,772 1,613,001 4,503,619 4,484,558
Government Loans
Balance as of
March 31,
2024
Balance as of
March 31,
2023
Description
Maturity
Date
\u00a3 \u00a3
Bounce Back Loan Scheme (BBLS) managed by the British
Business Bank on benefit of and with the financial backing
of the Secretary of State for Business, Energy and Industrial
Strategy. The BBLS loan of \u00a350,000 carries an interest of
2.50% rate per annum with repayment over 60 months July 2026 22,500 32,500
Highlands Natural Resources Corporation entered into a
Small Business Administration (SBA) loan of \u00a3154,078 with
an interest of 1.00% rate per annum. April 2025 9,771 19,040
Maturity Schedule
of Government Loans
\u00a3
Current Portion
19,071
2025
10
,
000
2026
3,200
Total
32,271
Both of these loans have been repaid subsequent to the year-end.
Convertible Loan Notes
On 13 May 2022, the Company issued convertible loan notes with an aggregate value of \u00a32,916,670 with an
interest rate of nil through 31 May 2023 and 10% for the period after 31 May 2023. Conversion of 145,833,495
shares at a conversion price of 2 pence per share was compulsory upon approval of a prospectus or a change in
legislation where a prospectus is not needed between the date of issuance and through 31 May 2024. All of these
loan notes were converted into ordinary shares as described in Note 19 above, pursuant to a prospectus dated 30
November 2023.
On 21 June 2022, the Company issued convertible loan notes with an aggregate value of \u00a3176,835 with an interest
rate of nil through 31 May 2023 and 10% for the period after 31 May 2023. Conversion of 8,841,725 shares at a
conversion price of 2 pence per share was compulsory upon approval of a prospectus or a change in legislation
where a prospectus is not needed between the date of issuance through 31 May 2024. All of these loan notes were
converted into ordinary shares as described in Note 19 above, pursuant to a prospectus dated 30 November 2023.
On 31 March 2023, the Company issued convertible loan notes with an aggregate value of \u00a31,600,000 with an
interest rate of 12%. Originally, the lender had the right between the date of issuance and 1 April 2026 to serve a
conversion notice on the Group to convert all or some of the notes outstanding into the applicable number of
conversion shares up to 20,000,000 at the conversion price of 8 pence per share. To the extent not already redeemed
or converted, the notes in issue were to be paid to the lender on 1 April 2026.
As announced on 23 May 2025, the Company has agreed to vary the terms of these convertible loan notes such
that their maturity date is extended to 15 May 2028, and their conversion price is amended to 2.15 pence per
ordinary share, resulting in a potential issuance of up to 74,418,605 conversion shares.
The loan notes each constitute a compound financial instrument under IAS 32. The liability component represents
the net present value of future contractual cash flows. See below for a breakdown of the classification of the loan
notes.
Equity
component
\u00a3
Current
liability
component
\u00a3
Long-term
liability
component
\u00a3
Totals
\u00a3 Notes
13 May 2022 issuance 377,268 243,056 2,464,727 3,085,051 Converted
21 June 2022 issuance 22,849 14,736 148,611 186,196 Converted
31 March 2023 issuance 19,051 192,000 1,388,949 1,600,000 Outstanding
Totals 419,168 449,792 4,002,287 4,871,247
Reconciliation of
movements for the year
ended 31 March 2024
Equity
component
\u00a3
Liability
component
\u00a3
Totals
\u00a3 Notes
Amounts outstanding at
31 March 2023:
13 May 2022 issuance 377,268 2,707,783 3,085,051 Converted
21 June 2022 issuance 22,849 163,347 186,196 Converted
31 March 2023 issuance 19,051 1,580,949 1,600,000 Outstanding
Totals at 31 March 2023 419,168 4,452,079 4,871,247
Conversion in the year (400,116) (2,885,388) (3,285,504)
Interest charged - 343,300 343,300
Interest capitalised as
share capital (192,000) (192,000)
Interest paid - (127,490) (127,490)
Amounts outstanding at
31 March 2024 19,052 1,590,501 1,609,553
Liability due within one
year 192,000
Liability due after more
than one year 1,398,501
Total 1,590,501
Net Debt
The table below outlines the changes in net debt for the Group during the year end 31 March 2024.
At 31
March 2023 Cash Flows
Foreign
currency
adjustments
Other
adjustments
and
reclassifications
At 31
March 2024
Cash and cash equivalents 3,767,426 (2,447,912) (4,225) - 1,315,289
Borrowings
Debt due within one year 468,893 (19,289) - (238,587) 211,017
Debt due after one year 4,034,726 - - (2,622,971) 1,411,755
4,503,619 (19,289) - (2,861,558) 1,622,772
Total net debt (736,193) (2,428,623) (4,225) 2,861,558 (307,483)
", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingsExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfFinancialRiskManagementExplanatory_E58_CY": { "value": "
25.
Financial Instruments and Risk Management
The Group\u2019s financial instruments comprise primarily cash and various items such as trade debtors and trade
creditors which arise directly from its operations. The main purpose of these financial instruments is to provide
working capital for the Group\u2019s operations.
The Group does not utilise complex financial instruments or hedging mechanisms in respect of its non-sterling
operations.
Financial Assets by Category
The categories of financial assets included in the balance sheet and the heading in which they are included are as
follows:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Non-current assets
Loan to group undertaking - - - -
Current assets
Trade receivables 1,366,307 1,321,808 16,331 842
Other receivables 5,742 - - -
Cash and cash equivalents 1,315,289 1,225,912 3,767,426 3,544,243
Categorised as financial assets
measured at amortised cost 2,687,338 2,547,720 3,783,757 3,545,085
The loan to group undertaking has no fixed repayment date and its future repayment will depend upon the financial
performance of subsidiary. All other amounts are short term and none are past due at the reporting date.
Financial Liabilities by Category
The categories of financial liabilities included in the balance sheet and the heading in which they are included are
as follows:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Current liabilities
Trade and other payables 658,142 439,131 418,641 97,263
Loans 1,622,772 1,618,001 4,503,619 4,484,558
Categorised as financial liabilities
measured at amortised cost 2,280,864 2,057,132 4,922,260 4,581,821
All amount, excluding loans, are short term payables.
Credit Risk
The maximum exposure to credit risk at the reporting date by class of financial asset was:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Trade and other receivables 1,366,307 1,321,808 16,331 842
Related party note receivables - - 155,901 -
Credit and Liquidity Risk
Credit risk is managed on a Group basis. Funds are deposited with financial institutions with a credit rating
equivalent to, or above, the main UK clearing banks. The Group\u2019s liquid resources are invested having regard to
the timing of payments to be made in the ordinary course of the Group\u2019s activities. All financial liabilities are
payable in the short term (normally between 0 and 3 months) and the Group maintains adequate bank balances to
meet those liabilities as they fall due.
Capital Management
The Group considers its capital to be equal to the sum of its total equity. The Group monitors its capital using a
number of metrics including cash flow projections, working capital ratios, the cost to achieve development
milestones and potential revenue from partnerships and ongoing licensing activities. The Group\u2019s objective when
managing its capital is to ensure it obtains sufficient funding for continuing as a growing concern, The Group
funds its capital requirements through the issue of new share to investors.
Interest Rate Risk
The maximum exposure to interest rate risk at the reporting date by class of financial asset was:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Bank balances and receivables 1,315,289 1,225,912 3,767,426 3,544,243
The Group uses liquid resources to meet the cost of future development activities. Consequently, it seeks to
minimise risk in the holding of its bank deposits. The Group is not financially dependent on the small rate of
interest income earned on these resources and therefore the risk of interest rate fluctuations is not significant to
the business and the Directors have not performed a detailed sensitivity analysis. Nonetheless, the Directors take
steps when possible and cost effective to secure rates of interest which generate a return for the Group by
depositing sums which are not required to meet the immediate needs of the Group in interest-bearing deposits.
Other balances are held in interest-bearing, instant access accounts. All deposits are placed with main clearing
banks to restrict both credit risk and liquidity risk. The deposits are placed for the short term, between one and
three months, to provide flexibility and access to the funds and to avoid locking into potentially unattractive
interest rates.
Market Risk
Market risk arises from changes in interest rates, foreign exchange rates and equity prices, as well as in their
correlations and volatility levels. Market risk is managed on a Group basis in the ordinary course of the Group\u2019s
activities.
Currency Risk
The Group operates in a global market with income possibly arising in a number of different currencies, principally
in Sterling or US Dollars. The majority of the operating costs are incurred in Sterling with the rest predominantly
in US Dollars. The Group does not hedge potential future income or costs, since the existence, quantum and timing
of such transactions cannot be accurately predicted. The exchange rate in US Dollars to Sterling was 1.263 and
1.239 as of 31 March 2024 and 2023, respectively.
Financial assets and liabilities denominated in US Dollars and translated into Sterling at the closing rate were:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Financial assets 50,241 - 758,117 -
Financial liabilities (228,783) - (613,328) -
Net financial (liabilities)/assets (178,542) - 144,789 -
The following table illustrates the sensitivity of the net result for the period and the reported financial assets of the
Group in regard to the exchange rate for Sterling: US Dollar:
2024 as reported
If Sterling Rose
20%
If Sterling Fell
20%
\u00a3 \u00a3 \u00a3
Group result for the period (3,370,293) (3,285,701) (3,454,885)
US Dollar denominated net financial liabilities (178,542) (161,515) (195,569)
Total equity at 31 March 2024 2,570,877 2,834,231 2,287,523
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Credit Risk
The maximum exposure to credit risk at the reporting date by class of financial asset was:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Trade and other receivables 1,366,307 1,321,808 16,331 842
Related party note receivables - - 155,901 -
", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfLiquidityRiskExplanatory_E88_CY": { "value": "
Credit and Liquidity Risk
Credit risk is managed on a Group basis. Funds are deposited with financial institutions with a credit rating
equivalent to, or above, the main UK clearing banks. The Group\u2019s liquid resources are invested having regard to
the timing of payments to be made in the ordinary course of the Group\u2019s activities. All financial liabilities are
payable in the short term (normally between 0 and 3 months) and the Group maintains adequate bank balances to
meet those liabilities as they fall due.
", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfMarketRiskExplanatory_E91_CY": { "value": "
Interest Rate Risk
The maximum exposure to interest rate risk at the reporting date by class of financial asset was:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Bank balances and receivables 1,315,289 1,225,912 3,767,426 3,544,243
The Group uses liquid resources to meet the cost of future development activities. Consequently, it seeks to
minimise risk in the holding of its bank deposits. The Group is not financially dependent on the small rate of
interest income earned on these resources and therefore the risk of interest rate fluctuations is not significant to
the business and the Directors have not performed a detailed sensitivity analysis. Nonetheless, the Directors take
steps when possible and cost effective to secure rates of interest which generate a return for the Group by
depositing sums which are not required to meet the immediate needs of the Group in interest-bearing deposits.
Other balances are held in interest-bearing, instant access accounts. All deposits are placed with main clearing
banks to restrict both credit risk and liquidity risk. The deposits are placed for the short term, between one and
three months, to provide flexibility and access to the funds and to avoid locking into potentially unattractive
interest rates.
Market Risk
Market risk arises from changes in interest rates, foreign exchange rates and equity prices, as well as in their
correlations and volatility levels. Market risk is managed on a Group basis in the ordinary course of the Group\u2019s
activities.
Currency Risk
The Group operates in a global market with income possibly arising in a number of different currencies, principally
in Sterling or US Dollars. The majority of the operating costs are incurred in Sterling with the rest predominantly
in US Dollars. The Group does not hedge potential future income or costs, since the existence, quantum and timing
of such transactions cannot be accurately predicted. The exchange rate in US Dollars to Sterling was 1.263 and
1.239 as of 31 March 2024 and 2023, respectively.
Financial assets and liabilities denominated in US Dollars and translated into Sterling at the closing rate were:
Group 2024
Company
2024 Group 2023
Company
2023
\u00a3 \u00a3 \u00a3 \u00a3
Financial assets 50,241 - 758,117 -
Financial liabilities (228,783) - (613,328) -
Net financial (liabilities)/assets (178,542) - 144,789 -
The following table illustrates the sensitivity of the net result for the period and the reported financial assets of the
Group in regard to the exchange rate for Sterling: US Dollar:
2024 as reported
If Sterling Rose
20%
If Sterling Fell
20%
\u00a3 \u00a3 \u00a3
Group result for the period (3,370,293) (3,285,701) (3,454,885)
US Dollar denominated net financial liabilities (178,542) (161,515) (195,569)
Total equity at 31 March 2024 2,570,877 2,834,231 2,287,523
", "dimensions": { "concept": "ifrs-full:DisclosureOfMarketRiskExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfRelatedPartyExplanatory_E114_CY": { "value": "
26.
Related Party Transactions
Eric Schrader, a former director of the Company, owns Racquette Hanger, LLC which let property to the Group
during year for the storage and distribution of products. During the year ended 31 March 2024, the Group made
rental payments to Racquette Hanger, LLC of \u00a379,202 (2023: \u00a339,163).
Eric Schrader has an interest in Kuma Creative which provided marketing services to the Group. During the year
ended 31 March 2024, the Group made payments to Kuma Creative of \u00a347,975 (2023: \u00a336,889).
Scott Thompson, a former director of the Company, is a partner at Lippes Mathias which provided legal advice to
the Group. During the year ended 31 March 2024, the Group made payments to Lippes Mathias of \u00a376,983 (2023:
\u00a362,534).
In 2021, the Group entered into a distribution agreement with Ox Distributing LLC, a brokerage firm specialising
in ecommerce shipping in convenience stores, grocery stores and other retail chains in the Unites States. Ox
Distributing, LLC is owned by Eric Schrader, a related party to the Group given that he was a director of the
Company and had significant influence over the entity. During the year ended 31 March 2024, the Group made
sales net of promotional discounts of CBD products to Ox Distributing, LLC, with terms equivalent to those that
prevail in an arm\u2019s length transaction, of \u00a335,086 (2023:\u00a3nil) resulting from the sale of CBD products to the
Company. As of 31 March, 2024 the Group has accounts receivable of \u00a3nil (2023: \u00a3nil) owed by Ox Distributing,
LLC. As of 31 March 2024 the Group has a note receivable from Ox Distributing, LLC of \u00a3nil (2023: \u00a3155,900).
28.
Ultimate controlling party
In the opinion of the Directors there is no ultimate controlling party.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfEventsAfterReportingPeriodExplanatory_E42_CY": { "value": "
27.
Events After the Reporting Period
After the Period, a dispute over the removal of certain Directors by shareholder vote arose from a requisition letter
for a General Meeting that occurred on 4 June 2024. Disputes connected to this matter led to almost $400,000 being
withdrawn from the Company\u2019s accounts and increased legal costs in the UK and US. The Company also
temporarily lost control of its domain asset, Chill.com, from June to December 2024, until an out-of-court settlement
was reached. Chill.com is now managed by the Company.
Since then, the UK Government has legislated a ban on disposable vapes effective 1 June 2025. This includes Chill
ZERO nicotine-free disposables, requiring the Company to develop compliant devices to sustain its vape product
revenue in the UK.
On 24 April 2025, the Company announced that its largest shareholder, Jonathan Swann, had committed to
underwrite a convertible loan note facility with a principal value of \u00a31,000,000. Other investors were invited to
subscribe for convertible loan notes on identical terms, with those investing up to \u00a350,000 required to remit funds
at the point of subscription, and those investing more than \u00a350,000 subject to drawdown mechanics at the discretion
of the Company. The Convertible Loan Notes were priced at 1.5 pence per loan note, have a term of three years,
and carry interest of 10 per cent per annum. Each entitles the subscriber to a new ordinary share of 1 pence per
share. As part of the fundraising, subscribers are also entitled to a 1-1 warrant priced at 125% of the 10-day moving
average at the time of funds being drawn. For any funds drawn prior to the Company\u2019s shares returning to trading
following their suspension commenced on 3 June 2024, the average share price used for calculation of the warrant
price shall be 1.5 pence per share. The final terms of the fundraise were announced by the Company on 23 May
2025.
No other matters or events occurring after 31 March 2024 are considered relevant to the Company\u2019s financial
statements for the Period.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:213800RGK8LNU9RGMT89", "period": "2023-04-01T00:00:00/2024-04-01T00:00:00" } } } }