REG - Chill Brands Group - Half-year Report for the 6 months to 30 Sep 2024
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RNS Number : 7795Q Chill Brands Group PLC 11 July 2025
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018), AS AMENDED BY REGULATION 11 OF THE
MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
11 July 2025
Chill Brands Group plc
("Chill Brands" or the "Company")
Half Year Results for the Six Months Ended 30 September 2024
Update on Suspension of Shares
Chill Brands Group Plc, the consumer packaged-goods distribution company,
announces its interim results for the six months ending 30 September 2024 (the
"Period"), which can be viewed below and also on the Company's website at
www.chillbrandsgroup.com (http://www.chillbrandsgroup.com) .
The Period ending 30 September 2024 was extremely challenging for the Company,
in particular as a result of corporate disruptions described more fully in the
commentary accompanying the interim results. Below is a summary of key
developments during the Period:
· Exceptional costs incurred during a period of corporate disruption:
The Group recorded an operating loss of £2.4 million, driven in part by
extensive one-off legal and professional fees of advisers appointed by the
former Board between 22 April and 3 June 2024, funds transacted to former
directors, legal fees incurred in relation to asset recovery actions, and
significant operational disruption.
· Increased cost base in anticipation of growth not realised during the
Period: Prior to the corporate disruption, the Company had been preparing to
scale its marketing and sales functions to support an anticipated increase in
commercial activity following a widespread rollout of its products into the UK
retail market during the prior financial year. Governance and operational
challenges during the Period limited sales performance and eroded returns on
these investments.
· Sales expected to remain stable post-period: The Company does not
anticipate a material change in sales during the six months following the
Interim reporting period. Commercial activity during this time is expected to
remain broadly in line with the levels recorded in the first half of the
financial year, as the business focused on stabilisation efforts,
restructuring, and the transition to a more service-led operating model.
· Launch of new distribution division marking strategic pivot: The
Company has established "Chill Connect," a B2B sales and distribution division
offering route-to-market services to FMCG brands. The division has secured its
first retained clients and is generating recurring revenues through
commissions and retainers.
· Outlook improved post-period end: Since the close of the Period, the
Group has regained control of its key digital asset (chill.com), raised £1
million in fresh capital, restored commercial operations, and is now
onboarding new clients across vape, oral nicotine, and wellness categories.
Update on Suspension of Shares
Trading in the Company's shares has been suspended for over a year primarily
due to the earlier delay in the publication of its audited accounts for the
year ended 31 March 2024, and the subsequent delay in the publication of its
interim results for the six months ended 30 September 2024. At the time of
this announcement, both sets of accounts have been published.
In accordance with DTR 4.1.15R of the FCA's Disclosure Guidance and
Transparency Rules, Chill Brands has also uploaded an iXBRL-formatted version
of its audited annual financial report for the year ended 31 March 2024 to the
National Storage Mechanism. This ensures compliance with applicable
transparency and electronic reporting obligations for Main Market listed
companies. The Half-Yearly Financial Report will also be uploaded to the
National Storage Mechanism.
The Company will now submit a formal request to the Financial Conduct
Authority (FCA) for the suspension of trading in its shares to be lifted. The
Company will engage with the FCA to agree the process, requirements and
timetable for restoration and will provide further updates to shareholders as
appropriate.
-ENDS-
About Chill Brands Group
Chill Brands Group plc (LSE: CHLL, OTCQB: CHBRF) is a distribution-led
consumer packaged goods company focused on bringing novel fast-moving consumer
products (FMCG) to market. The Company specialises in the sale and
distribution of tobacco alternatives, functional beverages, and other
innovative consumer goods, with a particular emphasis on the convenience store
channel. Chill Brands partners with a mix of established FMCG businesses and
emerging high-potential brands to provide comprehensive route-to-market
solutions. Chill Brands also operates the chill.com e-commerce website, on
which it is building a marketplace of products from third-party brands.
Publication on website
A copy of this announcement is also available on the Group's website
at http://www.chillbrandsgroup.com (http://www.chillbrandsgroup.com/)
Media enquiries:
Chill Brands Group plc contact@chillbrandsgroup.com (mailto:contact@chillbrandsgroup.com)
Harry Chathli, Chairman
+44 (0)20 5482 3500
Callum Sommerton, CEO
Allenby Capital Limited (Financial Adviser and Broker) +44 (0) 20 3328 5656
Nick Harriss/Nick Naylor/Lauren Wright (Corporate Finance)
Kelly Gardiner (Equity Sales)
CHILL BRANDS GROUP PLC
("Chill Brands" or the "Company" or the "Group")
Registered Company Number 09309241
Half Year Results for the Six Months Ended 30 September 2024
Chill Brands Group, the consumer packaged-goods distribution company,
announces its unaudited half year results for the six months ending 30
September 2024 (the "Period").
Summary
During the Period, the Company's operations were significantly impacted by a
series of corporate challenges that culminated in the removal of two former
directors from the Company's Board and the commencement of legal action
against them. These events disrupted the development of the Company's products
and business divisions and resulted in a significant decline in commercial
activity while these issues were addressed.
It was discovered during the Period that certain assets and funds were removed
from the business, necessitating the engagement of professional advisers and
the commencement of legal action to secure the Company's position. This
disruption to operations, coupled with numerous exceptional one-off costs,
limited the Company's ability to materially advance its strategic initiatives.
The Company was sustained during this time by funds raised in January 2024,
amounting to approximately £2.4 million comprising £1.2 million of new funds
raised through a subscription for new ordinary shares and the capitalisation
of £1.2 million of inventory debt financing owed to the Company's significant
shareholder, Mr Jonathan Swann. This funding supported essential operations
during a time of reduced commercial output and ongoing legal proceedings.
During the Period the Company also received payments from major customers
relating to the sale of its products into UK distribution channels during the
financial year ending 31 March 2024.
Revenues recorded during the Period represent a material decline compared to
prior full financial year ending 31 March 2024, reflecting volatility in the
domestic market for disposable vape products, the absence of alternative
product launches, the disruption to trading activities, and the strategic
pause imposed by unresolved issues arising out of the corporate events that
took place in April and May 2024. These challenges are addressed in greater
detail elsewhere in this report.
The Company has made meaningful progress since the end of the Period. In
December 2024, the Company reached a settlement with its former directors
resulting in the chill.com domain and related trademarks falling under the
Company's ownership and management once more. The Company has also refined its
business model, most notably by establishing a new distribution division
through which it provides route-to-market and sales services to third-party
consumer brands. This initiative builds upon the retail network and internal
sales infrastructure developed during the launch of the Company's own vaping
products in 2023 and early 2024. By leveraging this capability to support
other brands, the Company has diversified its revenue streams, generating
commission income and recurring retainer fees.
This strategic shift reduces the Company's reliance on a single product or the
success of its own brand in the highly competitive and regulated fast-moving
consumer goods (FMCG) sector. In acting as a service provider rather than
exclusively as a standalone product company, Chill Brands is better positioned
to benefit from macro trends across multiple categories - including vaping,
nicotine pouches, energy drinks and wellness products - while avoiding many of
the burdens that challenge emerging CPG brands. This refined business model
provides a platform for sustainable, scalable growth, and has been a key focus
for the Company during the remainder of the financial year.
Overview of the Period
The Period began with the receipt of a shareholder requisition from the
Company's largest shareholder, seeking the removal of two directors and the
appointment of new board members. Shortly thereafter, the Company's Chief
Executive Officer, Callum Sommerton, was suspended pending an investigation
into allegations of insider dealing made by other directors. These allegations
were later found to be wholly without merit. During the course of the
investigation the Company, acting through its former directors, engaged new
legal counsel, PR and communications advisers, and other professional services
firms at significant and unanticipated cost to the business. The majority of
these appointments and engagements were terminated by the new Board and legal
action has commenced against certain former advisers whom the Company believes
to have acted improperly during their engagement.
The shareholder-led requisition ultimately resulted in the removal of certain
former board members. Following the reconstitution of the Board of Directors,
Mr Sommerton was reinstated as Chief Executive Officer and resumed operational
leadership of the business.
The Company's shares were suspended from trading on 3 June 2024 following a
request made by the former management team to the Financial Conduct Authority
(FCA). This request was submitted the day before they were removed from office
and was made on the basis that the Company was unable to provide the market
with an accurate trading update at that time. Since then, the suspension has
remained in place due to delays in completing the audit for the financial year
ended 31 March 2024, which in turn led to the postponement of the publication
of the Company's annual accounts. These accounts were subsequently published
on 23 June 2025. The Company now intends to request the lifting of the share
suspension by the FCA following the publication of its interim results for the
six months ended 30 September 2024.
Upon taking control, the new Board identified that certain key assets,
including the Company's chill.com domain and approximately $400,000 in cash,
had been removed from the Company through transactions effected under the
prior management. The Company engaged leading U.S. legal counsel to initiate
proceedings to recover the domain and related assets. This combination of
legal and professional fees and the operational disruption that ensued
materially limited the Company's ability to pursue its strategic and
commercial objectives during the Period.
The Company is able only to provide only limited commentary on the actions and
decisions of the former directors during the April and May 2024 period as a
settlement has since been reached, the details of which are set out elsewhere
in this report. Many of the related issues have now been resolved.
Following the General Meeting on 4 June 2024 and the reconstitution of the
Board, the Company encountered significant operational disruption due to the
freezing of its bank accounts. During the period of his suspension, the
Company's CEO had been removed from the banking mandate, and following the
governance changes and public disclosure of internal disputes, the Company's
banking providers placed restrictions on the accounts while reviewing its
status. As a result, the Company experienced a protracted period without
access to its own funds and was unable to make or receive payments. This
situation seriously hampered the Company's ability to trade, fulfil
obligations, and progress key commercial initiatives during a critical time.
The process of securing alternative banking provision proved especially
difficult due to a combination of the Company's unique governance
circumstances and its involvement in regulated product categories such as vape
and CBD. Despite these challenges, the Company has now successfully secured
new banking facilities and restored access to essential financial
infrastructure.
Throughout this period, the Company continued to generate sales of its
nicotine-free disposable vape products, particularly in the UK independent
convenience store channel. During this time, the market for disposable vape
products experienced increasing volatility, driven largely by regulatory
uncertainty surrounding the UK Government's proposed ban on disposable vapes -
legislation which was ultimately implemented on 1 June 2025. This looming
regulatory change led to a marked decline in consumer demand and created
intense pricing pressure across the category, as retailers sought to clear
stock and many competitors engaged in aggressive discounting. These conditions
adversely affected the performance of the Company's disposable product range
during the Period, despite the continuation of underlying sales activity.
During the Period, the Company continued to investigate the development and
potential launch of new multi-pod, reusable and rechargeable vape devices,
despite being significantly constrained by ongoing corporate and financial
challenges. These difficulties limited the Company's ability to allocate
resources, progress partnerships, and execute on product development at the
pace originally intended.
The multi-pod concept had initially been conceived by the Company in early
2024, at which time it still represented an innovative product with the
potential to establish Chill Brands as a relatively early mover within a
nascent sub-category of the vape market. Following the delays and operational
disruption experienced during the intervening period, the competitive
landscape evolved rapidly. By the time the Company was in a position to
revisit the project, several well-established brands had already entered the
multi-pod space and secured meaningful market share. In light of these
developments the Company determined that the commercial viability of launching
its own multi-pod device had diminished under current circumstances and that
it would be prudent to review and reprioritise its strategy accordingly.
Following the removal of the Company's two US-based executive directors by
shareholder vote at the General Meeting on 4 June 2024, and the subsequent
resignation of the Company's US sales lead and non-executive director, the
Company's US subsidiary was left without an operational management structure.
Compounding this situation, the Company's primary US distribution partner -
previously engaged to provide a route to market for its nicotine-free vape
products - began winding down its business due to financial difficulties. The
Company continues to pursue recovery of outstanding funds owed by this
distributor to its US subsidiary. In light of these developments and the fact
that the US subsidiary was not making a material contribution to revenue, the
Board concluded that it was no longer viable to continue progressing
commercial operations in the United States. Accordingly, the decision was
taken to reduce exposure to all US-related costs and commitments, and to
concentrate the Company's resources on the UK market, where it has greater
operational control, stronger infrastructure, and more immediate commercial
opportunities.
The decision to scale back the Company's US operations was not taken lightly.
The US vaping market is notoriously complex and highly fragmented, with
oversight shared between the Food and Drug Administration (FDA), state
regulators, and, in many cases, local authorities. The regulatory burden for
companies operating in this space is significant, with stringent requirements
including the costly and time-consuming Premarket Tobacco Product Application
(PMTA) process for any product containing, or even capable of containing,
nicotine. In addition, flavour restrictions vary widely from state to state,
further complicating product strategy and distribution planning. Compounding
these regulatory hurdles, escalating tariffs on imports from China (where the
Company's Chill ZERO products were manufactured) would have significantly
increased the cost base of any large-scale US expansion. These combined
factors would have made it extremely difficult for the Company to scale its
operations sustainably in the US without very significant capital investment.
As such, a strategic decision to pause active operations in the market allows
the Company to focus on more accessible and controllable growth opportunities
in the UK and Europe.
Financial Overview
During the half year Period the Company recorded revenues of £164,001 (prior
interim period: £143,938, full year to 31 March 2024: £1,908,020), a
significant decrease on the prior full financial year's run rate for the
reasons explained above.
Sales of the Company's products resulted in a gross loss of £376,186 (prior
interim period: gross profit of £61,699, full year to 31 March 2024: gross
profit of £472,810). The Company's gross margin was impacted by a reduction
in sales activity during a period of corporate disruption, as well as by
shifting market dynamics driven by growing regulatory pressure and consumer
transition away from disposable vape formats. Throughout late 2023 and early
2024, the Company had made strategic progress in securing listings for its
Chill ZERO products across major UK retail accounts and had anticipated a
subsequent uplift in sales volumes that would have enabled it to benefit from
economies of scale and improved contribution margins.
In preparation for this expected phase of commercial expansion, the Company
had invested heavily in its sales and marketing functions, including the
implementation of new promotional campaigns and field activation programmes.
However, the disruption caused by the governance events of April and May 2024,
along with the suspension of key commercial operations and the freezing of
banking facilities, prevented the business from capitalising on this momentum.
As a result, a significant portion of the costs incurred during the Period -
while strategically aligned with the Company's prior growth trajectory - did
not yield the anticipated returns, contributing to the erosion of gross margin
during the reporting period.
The Company recorded an operating loss of £2,448,408 (prior interim period:
operating loss of £1,457,8092, full year to 31 March 2024: operating loss of
£2,903,529). This elevated loss reflects, in large part, a significant
increase in spending on professional advisors during a period of corporate
turbulence. Between 22 April and 3 May 2024 alone, more than £300,000 in cash
was expended on newly appointed legal counsel, corporate communications
specialists, and other advisory professionals, as the former directors of the
Company sought to manage the fallout from the shareholder-led governance
intervention and stabilise the Company's position.
During the same period, a further $400,000 was transferred to the two former
US executive directors. Following this, the Company incurred several hundred
thousand dollars in additional legal and professional fees as it pursued
recovery of assets through proceedings in the United States federal courts.
These expenses were necessary to protect the Company's interests and secure
the return of critical assets. While these costs were exceptional in nature
and non-recurring, they had a material adverse impact on the Company's
financial performance during the Period and contributed significantly to the
increase in operating loss.
There is a reduced cash position at 30 September 2024 of £326,666, compared
to £1,315,289 at 31 March 2024. This decline primarily reflects the
exceptional costs incurred during the corporate disruption earlier in the
year, including substantial spending on professional advisors and legal
actions, as well as sums transacted to former US executives. These events
placed significant pressure on the Company's liquidity during the Period. The
Company has subsequently raised £1 million through the issuance of
convertible loan notes in May 2025.
Subsequent Events
In December 2024, the Company reached a settlement with its former directors
in relation to certain corporate assets, including the chill.com domain. This
followed legal proceedings initiated by the Company in the United States
District Court for the District of Colorado in July 2024. As part of the
settlement, ownership of the chill.com domain and related trademarks now sits
with the Company. The resolution of this dispute has enabled the Company to
exercise full control over its core digital asset and focus on the development
of its e-commerce and brand platforms without further legal encumbrance.
In the months following the Period end, the Company formally launched its new
sales and distribution division, Chill Connect. This division was created to
leverage the Company's established network of retail and wholesale
relationships to support third-party brands in the fast-moving consumer goods
(FMCG) sector. Since its inception, Chill Connect has secured its first
retained clients, including brands in the vape, nicotine pouch, and beverage
categories. The division offers route-to-market, sales representation, and
merchandising services, generating retainer fees and sales commissions, and
marking a strategic shift toward a more service-led, diversified revenue
model. Through this division, the Company deploys the infrastructure and
experience generated through its efforts in delivering its own brand to the
mass market, supporting clients seeking to expand and manage their UK
distribution footprint.
On 1 June 2025, legislation prohibiting the sale of disposable vape products
came into effect in the United Kingdom. While the Company had already begun to
phase out its Chill ZERO disposable products, the implementation of the ban
has formalised this transition and reinforced the importance of the Company's
strategic pivot toward service provision and category diversification.
To support its operations and strategic initiatives, the Company successfully
completed a £1 million fundraising through the issue of convertible loan
notes, announced on 24 April 2025. The convertible loan notes carry a 10%
annual interest rate, a three-year maturity term, and are convertible at a
price of 1.5 pence per share. The fundraising was underwritten by the
Company's largest shareholder, with participation from other investors. These
funds have provided critical working capital to support the Company's
commercial objectives, cover operational expenses, and position the business
for continued recovery and expansion.
The Company published its audited accounts for the financial year ended 31
March 2024 on 23 June 2025, following a prolonged delay caused by the
disruption and governance changes experienced during the Period. The audit was
impacted by changes in management, restricted access to banking and financial
records, and the need to re-establish core finance functions.
Outlook and Future Prospects
The past year has been an exceptionally challenging period for the Company.
The business was forced to navigate a prolonged period of instability during
which many of its commercial activities were necessarily scaled back or paused
altogether. For a business of Chill Brands' size and stage of development, the
cumulative impact of these events would have proven insurmountable in many
cases. That the Company remains in operation, with meaningful commercial
relationships, fresh capital, and a renewed position withing the fast moving
consumer goods market, is a testament to the support of its shareholders and
the underlying value of its network and infrastructure.
Although commercial momentum slowed during the Period, the Company was able to
use this time to critically assess its market position and identify new
opportunities for growth. Drawing on the experience, retail partnerships, and
operational know-how gained through the launch of its own products, the
Company has positioned itself as a route-to-market and distribution partner
for third-party brands. This strategic pivot has laid the foundations for a
more sustainable, service-led business model that is better aligned with
current market realities and capital availability.
The transition to this new model has already begun to yield results. Through
its Chill Connect division, the Company has secured early client wins across
key product categories, demonstrating both demand for its services and
confidence in its ability to execute. While the challenges of the past year
have inevitably delayed some of the Company's longer-term ambitions, they have
also sharpened its focus and led to the creation of an organisation that is
now well positioned to pursue growth in a more disciplined manner.
At the time of writing, the Company is actively expanding its sales team to
meet growing demand for its distribution services. The Chill Connect division
is onboarding an increasing number of brands and products, including several
well-recognised and category-leading names in the vape and nicotine pouch
sector. Alongside this, the Company is broadening its sales network by opening
new doors with independent retailers, national store groups, distributors, and
specialist wholesalers. This growth reflects both the strength of the
Company's market positioning and the trust placed in its team by respected
brand partners. As the division builds out its infrastructure - including
improved systems, reporting capabilities, and account management resources -
the Company is establishing a credible presence within the FMCG distribution
landscape. Despite its size, Chill Brands is consistently delivering results
and securing clients typically serviced by much larger organisations,
demonstrating that it is already punching above its weight in this space.
The Company continues to maintain confidence in the long-term potential of its
own Chill-branded product range, but the development, launch and
commercialisation of new vape products is highly capital intensive and
operationally complex. This is due to a combination of factors, including the
upfront costs of manufacturing inventory at scale, the need to meet evolving
regulatory compliance standards, and the requirement to fund listing fees,
in-store merchandising, and promotional activities to secure and retain shelf
space in national retail chains. These costs are further compounded by long
cash collection cycles, with payment terms from major retailers and
distributors often extending beyond 60 or even 90 days. The sector is also
characterised by intense competition from large, well-capitalised incumbents,
including multinational tobacco companies and industry leaders that dominate
the market with established distribution networks, and the ability to outspend
smaller operators on marketing and trade incentives.
The market remains volatile following the ban on disposables, as retailers
reassess category plans and consumers adjust to the transition toward reusable
formats. This has resulted in a period of heightened uncertainty and
consolidation, with many smaller or undercapitalised brands withdrawing from
the category or shifting their commercial strategies. Against this backdrop,
the cost of launching a new brand or device is elevated further by the need
for sustained consumer education, particularly in relation to zero-nicotine
formats that may be unfamiliar to large segments of the market.
While the Company continues to support and sell certain own-brand products -
including its range of nicotine-free e-liquids designed for use in refillable
vape devices - its immediate commercial focus is on building out its new
distribution division. This business model leverages the retail relationships
and internal sales capabilities developed during the launch of Chill ZERO and
offers a lower-risk route to revenue generation. Through supporting other
brands seeking entry into the UK retail and wholesale market, the Company
generates retainer fees and sales commissions while avoiding the inventory
risk, marketing spend, and regulatory burden associated with launching its own
products. In this way, the distribution division provides a more stable and
diversified revenue base in the short term.
The Board believes that this focus on services over own brand sales is the
most prudent strategy for the current stage of the Company's development.
Own-brand product launches will be approached more seriously when the Company
has access to sufficient capital to do so in a commercially effective manner,
and without jeopardising financial stability. When this time comes, new
product development will be undertaken selectively and at scale, ensuring that
any investment is supported by market insight, distribution readiness, and
appropriate working capital buffers.
In the meantime, the Company's distribution division enables it to work with a
broad range of leading brands, providing sales, route-to-market, and retail
support services. This model allows Chill Brands to participate in multiple
product categories without the capital intensity of launching its own
products, while building valuable relationships across the consumer goods
sector. Through these partnerships, the Company is establishing itself as an
effective operator in the distribution space, expanding its commercial
horizons and opening the door to new revenue opportunities.
As outlined in the Company's annual report for the financial year ended 31
March 2024, Chill Brands has continued to invest time and resources into the
development of its online marketplace at chill.com. While progress has been
made, the platform has not yet delivered the commercial results that the
management aspires to and believes are ultimately achievable. However, during
the course of 2025, the Company has taken concrete steps to improve the
platform's performance and commercial viability. Notably for the first time,
and despite regulatory and advertising restrictions on many of the wellness
products and ingredients listed on the site, the Company has been able to run
paid advertising campaigns on Meta platforms, marking a significant milestone
in our ability to drive targeted traffic. Management are also implementing
changes to improve conversion rates and actively consulting with e-commerce
specialists on a range of optimisation strategies aimed at enhancing the
site's user experience and commercial performance.
From the outset, the development of an e-commerce marketplace focused on
wellness and functional consumer goods was conceived as a long-term
initiative, and that view has not changed. Chill Brands remains focused on
incremental improvement, and while revenue contributions to date have not been
material, we are committed to the long-term vision for the platform. In a
market that increasingly favours online discovery and direct-to-consumer
sales, management believes there is a compelling rationale for a dedicated
platform that brings together high-quality wellness brands and allows them to
reach engaged audiences through a central, trusted retail environment.
Moreover, the Board of directors remains firmly of the belief that chill.com
holds significant inherent value as a standalone domain asset. Its simplicity,
global relevance, and branding potential make it a unique digital property
with substantial appeal to potential acquirers across a range of industries.
Regardless of what Chill Brands is or is not able to achieve with the site in
its current form, the domain itself remains a valuable and strategic asset on
the Company's balance sheet.
While the Company does not expect a material increase in revenue during the
six months following the Interim Period, this reflects a time of focus on
operational stabilisation and the execution of its new strategy. As Chill
Brands builds momentum within its distribution division and continues to
establish credibility with brand partners, the Board believes this measured
approach will support more durable and sustainable revenue growth in
subsequent periods.
Looking forward, the Company is cautiously optimistic about its direction of
travel. Having emerged from a period of considerable adversity, Chill Brands
now operates with greater clarity of purpose and a commercial strategy that
better reflects both market dynamics and internal capabilities. The business
is evolving - shifting from a brand-centric model to a service-led
distribution platform that offers scalable, lower-risk growth potential. At
the same time, the Company continues to invest selectively in longer-term
opportunities, including the chill.com marketplace. These dual tracks -
short-term commercial execution and long-term value creation - are the
foundation of the Company's current approach.
The months ahead will be critical as the Company works to scale its
distribution operations and demonstrate consistent traction across its service
lines. While the path to recovery is still ongoing, Chill Brands is now better
equipped to meet the challenges ahead and to take advantage of the many
opportunities that exist within the evolving consumer goods and wellness
landscape.
This interim financial report was approved by the Board of Directors on 10
July 2025 and signed on its behalf by:
Callum Sommerton
Chief Executive Officer, Chill Brands Group plc
Statement of Directors' Responsibilities in respect of the Condensed Interim
Report and Condensed Financial Statements
The directors confirm that the condensed consolidated interim financial
information has been prepared in accordance with International Accounting
Standard 34, 'Interim Financial Reporting', and that the Interim Report
includes a fair review of the information required by DTR 4.2.7R and DTR
4.2.8R, namely:
• an indication of important events that have occurred
during the first six months and their impact on the condensed consolidated
interim financial information; and
• material related-party transactions in the first six
months and any material changes in the related-party transactions described in
the last Annual Report.
A list of current directors is maintained on the Company's web site: Board of
Directors and Management
(https://chillbrandsgroup.com/about-us/board-of-directors-and-management/)
The Interim Financial Statements were approved by the Board of Directors and
the above responsibility statement was signed on its behalf by:
Callum Sommerton
Chief Executive Officer, Chill Brands Group plc
10 July 2025
Chill Brands Group PLC
Consolidated Statement of Comprehensive Income (Unaudited)
For the six months ended 30 September 2024
Unaudited six months ended 30 September 2024 £ Unaudited six months ended 30 September 2023 £ Audited year ended 31 March 2024 £
Revenue 164,001 143,938 1,908,020
Cost of sales (540,187) (56,776) (1,040,053)
Obsolete inventory expense - (25,463) (395.157)
Gross (loss) profit (376,186) 61,699 472,810
Administrative expenses (2,072,222) (1,519,508) (3,376,339)
Operating Loss (2,448,408) (1,457,809) (2,903,529)
Finance income 12,485 7 87,033
Finance costs (95,642) (111,036) (196,449)
Other income - - 270
Loss on ordinary activities before taxation (2,531,565) (1,568,838) (3,012,675)
Taxation on loss on ordinary activities - - -
Loss for the period from continuing activities (2,531,565) (1,568,838) (3,012,675)
Loss for the period from discontinued activities (43,875) (13,698) (29,817)
Loss for the period (2,575,440) (1,582,536) (3,042,492)
Other comprehensive income
Items that may be re-classified subsequently to profit or loss: - 23,143 -
Gain on translation of foreign operations
Total comprehensive loss for the (2,575,440) (1,559,393) (3,042,492)
period attributable to the equity holders
Earnings (loss) per share attributable to equity holders
Attributable to continuing activities (pence) (0.50) (0.56) (0.87)
Attributable to discontinued activities (pence) (0.01) (0.01) (0.01)
Total (0.51) (0.57) (0.88)
Chill Brands Group PLC
Consolidated Statement of Financial Position (Unaudited)
At 30 September 2024 and 2023
Unaudited six months ended 30 September 2024 £ Unaudited six months ended 30 September 2023 £ Audited year ended 31 March 2024 £
Non-Current Assets
Tangible assets - 36,510 28,780
Right of use lease asset 81,141 244,879 178,118
Intangible assets 1,109,737 1,201,062 1,135,947
Total Noncurrent Assets 1,190,878 1,482,451 1,342,395
Current Assets
Inventories, net of provisions 83,503 622,197 139,838
Trade and other receivables 1,175,463 391,879 2,647,703
Cash and cash equivalents 326,666 1,954,306 1,315,289
Total Current Assets 1,585,632 2,968,382 4,102,830
Total Assets 2,776,510 4,450,833 5,445,225
Non-Current Liabilities
Loans, excluding current maturities 1,400,921 1,426,168 1,411,755
Right of use lease liability, net of current portion - 114,341 92,243
Total Noncurrent Liabilities 1,400,921 1,540,509 1,503,998
Current Liabilities
Current maturities of loans 211,017 3,179,164 211,017
Trade and other payables 990,780 294,937 886,941
Current portion of right of use lease liability 178,355 135,949 92,393
Total Current Liabilities 1,380,152 3,610,050 1,190,351
Total Liabilities 2,781,073 5,150,559 2,694,349
Net (Liabilities) / Assets (4,563) (699,726) 2,750,876
Equity
Share capital 4,953,169 2,876,153 4,953,169
Share premium account 14,755,570 11,718,000 14,755,570
Share based payments reserve 4,516,608 4,516,608 4,516,608
Compound loan note equity component reserve 19,052 419,168 19,052
Foreign currency translation reserve 203,704 259,930 203,704
Other reserve 400,116 - 400,116
Retained losses (24,852,782) (20,489,585) (22,277,342)
Total Equity (4,563) (699,726) 2,750,876
Chill Brands Group PLC
Consolidated Statement of Changes in Equity
For the six months ended 30 September 2024
Share Capital £ Share Premium Account £ Share Based Payment Reserve £ Compound Loan Note Equity Shares Foreign Currency Translation Reserve £ Retained Loss £ Total £
Component Reserve £
To Be Issued Reserve £
Other
reserve
At 31 March 2023 2,611,153 10,923,000 4,516,608 1,079,256 236,536 - (18,907,049) 878,672
419,168
Comprehensive income for the period
Loss for the period - - - - - (3,370,293) (3,370,293)
- -
Other comprehensive income
Translation adjustment - - - - (32,832) - - (32,832)
-
Total comprehensive loss for the period attributable to the equity holders - - - - (32,832) - (3,370,293) (3,403,125)
-
Shares issued in the period 2,342,016 3,992,025 - (1,060,000) - - 5,274,041
- -
Transfer on conversion of convertible loan notes - - - (400,119) 400,116 - -
Termination of shares to be issued - - - - (19,256) - - (19,256)
-
Cost relating to share issues - (159,455) - - - - (159,455)
- -
At 31 March 2024 4,953,169 14,755,570 4,516,608 19,052 - 203,704 400,116 (22,277,342) 2,570,877
Comprehensive income for the period
Loss for the period - . - - - - (2,575,440) (2,575,440)
- -
Total comprehensive loss for the period attributable to the equity holders - - - - - - (2,575,440) (2,575,440)
-
At 30 September 2024 4,953,169 14,755,579 4,516,608 19,052 - 203,704 (24,852,782) (4,563)
400,116
Chill Brands Group PLC
Consolidated Statement of Cash Flows
For the six months ended 30 September 2024
Unaudited six months ended 30 September 2024 £ Unaudited six months ended 30 September 2023 £ Audited
year ended
31 March 2024 £
Cash Flows From Operating Activities
Loss for the period (2,575,440) (1,582,536) (3,370,293)
Adjustments for:
Depreciation and amortisation charges 151,510 112,055 216,760
Inventory impairment provision - 25,463 395,157
Provision for expected credit losses - - 180,000
Promotional product in lieu of fees - 5,538 -
Imputed interest on convertible loan notes - 111,036 343,300
Termination of options - (19,256) (19,256)
Foreign exchange translation adjustment - (19,795) (14,908)
Operating cash flow before working capital movements (2,423,930) (1,367,495) (2,269,240)
56,335 (183,632) (63,181)
Decrease (increase) in inventories
Decrease (increase) in trade and other receivables 1,292,241 49,950 (2,200,336)
Increase (decrease) in trade and other payables 103,846 (245,704) 346,300
Net Cash outflow from Operating Activities (971,508) (1,746,881) (4,186,457)
Cash Flows From Financing Activities
Net proceeds from issue of shares - - 2,037,197
Interest paid - - (127,490)
Payments of lease liabilities (6,281) (60,244) (151,873)
Repayment of long-term debt (10,834) (9,323) (19,289)
Net Cash (used in) / generated from Financing Activities (17,115) (69,567) 1,749,912
Net decrease in cash and cash equivalents (988,623) (1,816,448) (2,447,912)
Cash and cash equivalents at beginning of period 1,315,289 3,767,426 3,767,426
Foreign exchange adjustment on opening balances - 3,328 (4,225)
Cash and cash equivalents at end of period 326,666 1,954,306 1,315,289
CHILL BRANDS GROUP PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended 30 September 2024
NOTE 1 - GENERAL INFORMATION
Chill Brands Group PLC ("the Company") and its subsidiaries (together "the
Group") are involved in the development, production and distribution of
consumer packaged goods products including vapour products. The Company, a
public limited company incorporated and domiciled in England and Wales, is the
Group's ultimate parent company. The Company was incorporated on 13 November
2014 with Company Registration Number 09309241 and its registered office and
principal place of business is 27/28 Eastcastle Street, London W1W 8DH.
The interim financial statements for the period ended 30 September 2024 do not
constitute statutory accounts as defined in section 434 of the Companies Act
2006. These financial statements have been prepared in accordance with the
accounting policies set out in, and are consistent with, the audited
consolidated financial statements for the twelve months ended 31 March 2024. A
copy of the statutory accounts for the year ended 31 March 2024 has been
delivered to the Registrar of Companies. The auditor's report on those
accounts was unqualified and did not contain statements under Section 498 (2)
or (3) of the Companies Act 2006 but drew attention, by way of emphasis,
without qualifying the report, to the Company's assumptions on going concern
which stated that the Group and Parent Company's operational existence is
reliant on the ability to raise further funding through equity placing or
through the support of the directors through an injection of capital. The
impact of this together with other matters indicated that a material
uncertainty existed that may cast significant doubt on their ability to
continue as a going concern. The auditor's opinion was not modified in respect
of this matter.
NOTE 2 - ACCOUNTING POLICIES
Basis of preparation
The interim condensed unaudited consolidated financial statements for the
period ended 30 September 2024 have been prepared in accordance with IAS 34
Interim Financial Reporting. The comparative figures for 31 March 2024 are
extracted from the Group's audited accounts to that date. The comparative
figures for the period ended 30 September 2023 are unaudited.
The interim financial statements do not include all of the notes of the type
normally included in an annual financial report. Accordingly, this report is
to be read in conjunction with the annual report for the year ended 31 March
2024, which has been prepared in accordance with UK-adopted international
accounting standards and the requirements of the Companies Act 2006, and any
public announcements made by the Company during the interim reporting period.
The condensed unaudited consolidated interim financial statements of the Group
have been prepared on the basis of the accounting policies, presentation,
methods of computation and estimation techniques used in the preparation of
the audited accounts for the year ended 31 March 2024 and expected to be
adopted in the financial information by the Group in preparing its annual
report for the year ending 31 March 2025.
The financial information in this statement relating to the six months ended
30 September 2024 and the six months ended 30 September 2023 has neither been
audited nor reviewed by the auditors pursuant to guidance issued by the
Auditing Practices Board. The financial information presented for the year
ended 31 March 2024 does not constitute the full statutory accounts for that
period.
The financial information of the Group is presented in British Pounds Sterling
("£").
NOTE 3 - INCOME TAX EXPENSE
No tax is applicable to the Group for the period ended 30 September 2024. No
deferred income tax asset has been recognised in respect of the tax losses
carried forward, due to the uncertainty as to whether the Group will generate
sufficient profits in the foreseeable future to prudently justify this.
NOTE 4 - 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's current
financial position, cash flow forecasts, available funding arrangements, and
associated risks.
In the time since the end of the Period, the Company's operations were
primarily supported through revenue generated from commercial activities,
supplemented by funds raised in a £1 million fundraising through the issue of
convertible loan notes, announced on 24 April 2025.
The Board considers that the capital provided under the current financing
facility will be sufficient to support the continuation of the Company's core
commercial operations throughout the current financial year. 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's 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.
The financial statements do not include any adjustment that may arise in the
event that the Group is unable to raise additional finance, realise its assets
and discharge its liabilities in the normal course of business.
NOTE 5 - NEW STANDARDS, INTERPRTETATIONS AND AMENDMENTS ADOPTED
FROM 1 APRIL 2024
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.
NOTE 6 - LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss attributable
to equity holders of the Company by the weighted average number of ordinary
shares in issue during the period. Diluted earnings per share is calculated by
adjusting the weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. There are currently no
dilutive potential ordinary shares.
Earnings £ Weighted average number of shares Loss per share (pence)
Loss per share attributable to ordinary shareholders:
- Continuing activities (2,531,565) 506,291,025 (0.50)
- Discontinued activities (43,875) 506,292,025 (0.01)
(2,575,440) 506,292,052 (0.51)
NOTE 7 - INVENTORIES
Inventories comprise finished products and raw materials either developed by
the Group or bought in from third parties. All inventory items are stated at
their cost of production or acquisition, or at net realisable value if this is
lower. There were no biological assets being grown for the six month periods
ended September 30, 2024 and 2023.
NOTE 8 - INTANGIBLE 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 accounts at its cost of acquisition less a
provision for amortisation. The domain name is amortised over 25 years using
the straight line method. The balance as of 30 September 2024 was
£1,109,737 (31 March 2024: £1,135,497. The amortisation expense for the
period ended 30 September 2024 is £25,760 (six months ended 30 September
2023: £26,201. The change in the balance of the intangible asset from 31
March 2024 to 30 September 2024 is reflective of amortisation expense.
NOTE 9 - SHARE CAPITAL & RESERVES
Allotted, called up and fully paid Ordinary shares of £0.01 each:
Number of Shares Share Capital Share Premium £
£
Balance at 31 March 2024 and 30 September 2024 506,292,025 4,953,169 14,755,570
The Group has only one class of share and all shares rank pari passu in every
respect.
NOTE 10 - RELATED PARTY TRANSACTIONS
During the Period, the Group was involved in transactions with former
directors Antonio Russo and Trevor Taylor, who are considered related parties
under applicable accounting standards. These transactions occurred prior to
the reconstitution of the Board of Directors on 4 June 2024.
As part of these transactions, ownership of the domain name chill.com, a key
intangible asset of the Group, was assigned to an entity under the control of
Mr Russo. In addition, a cash transfer of approximately $400,000 in aggregate
was made to Mr Russo and Mr Taylor.
Following a review of these matters, the Company initiated legal proceedings
in the United States to seek the recovery of assets and to protect its
interests. These actions subsequently led to a settlement agreement in
December 2024, resulting in the chill.com domain falling under the control of
the Group.
NOTE 11 - SUBSEQUENT EVENTS
On 9 December 2024, the Company announced the intended launch of new
Chill-branded e-liquid products for use in reuseable vape products. It also
announced the establishment of a new retail distribution services division,
aimed at supporting third-party brands by providing route-to-market solutions
and field sales representation.
On 19 December 2024, the Company announced that it had reached an out-of-court
settlement with its former directors, resulting in chill.com domain and
related trademarks coming under the Company's ownership and management. The
former directors retained monies they received prior to the Company's General
Meeting held on 4 June 2024.
On 22 May 2025, the Company announced that it had raised £1 million through
the issuance of convertible loan notes priced at 1.5 pence per share, with a
three-year term and 10% annual interest. Warrants with an exercise price
determined by the volume-weighted average of the Company's ordinary shares at
the point of funds being drawn down were also issued to the subscribers.
On 23 June 2025, Chill Brands released its overdue audited accounts for the
financial year ending 31 March 2024. The results included a material increase
in recorded revenue to £1.9 million, largely generated through sales of the
Company's Chill ZERO nicotine-free vape products to major UK retailers.
NOTE 12 - SEASONALITY OF THE GROUP'S BUSINESS
There are no material seasonal factors which materially affect the operations
of the Group's business.
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