REG - Chill Brands Group - Interim Results for the 12 months to 31 March 2025
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RNS Number : 4336T Chill Brands Group PLC 31 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.
31 July 2025
Chill Brands Group plc
("Chill Brands" or the "Company")
Interim Results for the 12 Months Ended 31 March 2025
Chill Brands Group Plc, the consumer packaged-goods distribution company,
announces its second interim results for the twelve months ending 31 March
2025 (the "Period"), which can be viewed below and also on the Company's
website at www.chillbrandsgroup.com (http://www.chillbrandsgroup.com) .
In accordance with Chapter 4 of the FCA's Disclosure Guidance and Transparency
Rules, this report will be uploaded to the National Storage Mechanism.
-ENDS-
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
Unaudited Results for the Twelve Months Ended 31 March 2025
Chill Brands Group, the consumer packaged-goods distribution company,
announces its unaudited results for the twelve months ending 31 March 2025
(the "Period").
This Interim Report covers the full twelve-month period from 1 April 2024 to
31 March 2025. It follows the earlier publication of unaudited interim results
for the six months ended 30 September 2024, which were released on 11 July
2025. That earlier report included not only financial results but also
detailed narrative commentary extending through to the date of publication. In
particular, it addressed major events and developments in the second half of
the reporting period, including governance changes, corporate recoveries,
operational restructuring, and the Company's strategic pivot toward
distribution services. Readers are therefore referred to that publication,
which is available at the following link
(https://chillbrandsgroup.com/wp-content/uploads/2025/07/CBG-Interims-30-September-2024.pdf)
.
This report is being issued following the Company's decision to extend its
accounting reference date from 31 March to 30 September. As a result of this
change, the Company is publishing a second set of interim financial statements
to cover the full twelve-month period from 1 April 2024 to 31 March 2025.
Given the overlap in scope, much of the relevant strategic and operational
commentary has already been provided in the July 2025 interim release. This
document summarises the key points from that report and provides updated
commentary to provide a complete picture for the financial year.
As set out in the Company's announcement dated 5 September 2024, the Annual
General Meeting ("AGM") was adjourned in respect of those resolutions relating
to the Annual Report and Accounts for the year ended 31 March 2024, due to
delays in finalising and publishing the report. The AGM will be reconvened in
due course, and shareholders will be notified of the revised date and
associated resolutions now that the Annual Report has been published.
Summary
The 12-month period to 31 March 2025 was marked by an exceptionally
challenging and transitional chapter in the Company's development. In the
first half of the year, Chill Brands was significantly disrupted by corporate
and governance events, including the removal of two former directors, the
suspension of its CEO (later reinstated following the determination that the
accusations made against him were unsubstantiated), the loss of access to key
assets, and the freezing of banking facilities. These issues necessitated
urgent corrective action by the reconstituted Board, including the appointment
of legal counsel, engagement with professional advisers, and the initiation of
legal proceedings - all resulting in a substantial volume of exceptional,
one-off costs and a corresponding impact on financial performance.
The majority of these exceptional costs were concentrated in the first six
months of the Period, with the Company subsequently adopting a more
disciplined approach to cost control while continuing to address legacy
liabilities. In December 2024, a key milestone was reached through an
out-of-court settlement with former US-based executive directors, resulting in
the Company taking control of the Chill.com domain and related IP rights. This
provided a foundation for the business to begin stabilising and rebuilding its
commercial strategy.
During the year, the UK vaping market was significantly affected by the
impending and then confirmed ban on disposable vape products. This created
intense pricing pressure and eroded the value of remaining inventory,
including the Company's Chill ZERO nicotine-free disposables. In anticipation
of these regulatory changes, Chill Brands developed a new range of shortfill
e-liquids designed for use in refillable devices. These products launched in
early 2025 and were supported by a rebrand reflecting a more mature and
compliant identity in line with forthcoming legislation.
Rather than continue this path of investment in proprietary product
development, the Company made a strategic decision to redirect its commercial
focus toward the launch of Chill Connect, a distribution and sales services
division designed to support third-party consumer brands. Leveraging the
Company's established retail relationships, operational infrastructure, and
experience navigating complex, regulated categories, Chill Connect provides
field sales, merchandising, and route-to-market solutions for emerging and
established brands. This service-led model reduces inventory and capital risk
while offering recurring revenue opportunities across a diverse portfolio of
product categories.
During the second half of the Period, Chill Connect became the Company's
primary commercial focus, onboarding new clients in the vape and oral nicotine
categories, while also opportunistically expanding into high-volume segments
such as confectionery. Although margins in wholesale and distribution can be
lower than branded product sales, the model is scalable and allows the Company
to grow its footprint, build valuable retail data, and deepen its store
network which it increasingly recognises as a valuable intangible asset.
To support its renewed strategy, the Company raised £1 million in convertible
loan notes in May 2025, with most of the funds available on a drawdown basis,
allowing for staged access to working capital. This facility has been critical
in supporting ongoing operations while preserving financial flexibility and
minimising unnecessary interest burdens.
The Company has also taken steps to reset its financial reporting calendar,
changing its accounting reference date from 31 March to 30 September. This
adjustment creates an 18-month accounting period ending 30 September 2025 and
has postponed the next audit deadline to 31 January 2026, allowing Chill
Brands the time and operational headroom needed to focus on execution without
immediately entering another audit cycle.
While heavily affected by extraordinary events during the first six months of
the Period, Chill Brands now benefits from a clarified strategic focus,
stabilised leadership, and renewed commercial direction. The Company is now
operating as a UK-focused route-to-market partner for regulated and
high-growth consumer brands, building a scalable, lower-risk model with
long-term potential.
Overview of the Period
The Period to 31 March 2025 was defined by an extraordinary series of
corporate events that had a significant and exceptional financial impact on
Chill Brands Group. The first half of the year was dominated by governance
disruption, which included a shareholder-led campaign to remove two directors
and an ultimately unfounded internal investigation into the CEO. These events
led to the suspension of trading in the Company's shares, the freezing of bank
accounts, and the disruption to key assets including the Chill.com domain and
$400,000 in Company funds transacted to former directors.
These events, along with corrective action taken by the reconstituted Board in
retaining professional advisers and commencing legal proceedings, resulted in
the Company absorbing a considerable volume of one-off costs. This exceptional
expenditure, coupled with operational disruption including the freezing of
bank accounts and limitations on access to financial records, materially
limited the Company's ability to advance its commercial strategy and
significantly impacted financial performance during the Period.
The majority of exceptional costs - including legal fees, professional adviser
costs, and asset recovery expenses - were incurred during the six-month period
from 1 April to 30 September 2024, as the Company responded to the
aforementioned governance and operational disruption that occurred during that
time. Since then, the Board has taken a cautious and disciplined approach to
cost management, actively reducing exceptional expenditure. Certain legacy
costs and historic liabilities continue to impact cash flow as the Company
works through outstanding obligations and normalises its financial position.
Following the General Meeting on 4 June 2024, the Company began the process of
regaining operational control, resolving legacy issues, and rebuilding
commercial infrastructure. In December 2024, an out-of-court settlement was
reached with the former US-based executive directors. As a result, the
Chill.com domain and associated IP rights returned to the Company's control.
This was a pivotal milestone that allowed the business to reassert ownership
over its brand and digital platform.
Commercially, the business continued to sell down inventory of its Chill ZERO
nicotine-free disposable vapes. Market conditions deteriorated sharply due to
the UK Government's proposed ban on disposables, legislation which was
ultimately implemented on 1 June 2025. In anticipation of this, many brands
engaged in aggressive clearance pricing, driving unit prices down to mere
pennies. This environment significantly eroded margins and impacted sales
volumes.
In response, Chill Brands took steps to reposition its product strategy. A new
range of nicotine-free e-liquids that are compliant with UK regulations and
designed for use in refillable devices entered production during the Period
and launched in early 2025. These shortfill products (sold in larger bottles
with space for optional nicotine shots) offer flexibility to adult consumers
while aligning with anticipated legislative changes. The brand identity of the
Company's vape range has also been updated to reflect a more mature and
compliant tone, in line with the evolving regulatory environment outlined in
the forthcoming Tobacco and Vapes Bill.
As articulated later in this report, the Company has now shifted its primary
focus in this category from own-brand product development to the growth of its
sales and distribution services division.
At a strategic level, the Company recognised that it had built valuable
capabilities in navigating regulatory complexity, onboarding retail accounts,
and selling differentiated products into the UK convenience and specialist
retail landscape. Previously reliant on an outsourced sales agency, the
Company made the decision to internalise its sales team and, more
significantly, to launch its own sales and distribution services division:
Chill Connect. This division offers field sales, merchandising, and
route-to-market services to third-party brands, particularly those operating
in tightly regulated or fragmented categories such as vape, nicotine pouches,
CBD, energy drinks, and functional foods. Unlike own-brand sales, this
service-led model offers the potential for recurring revenue with
significantly lower exposure to inventory and working capital risk, as the
Company is not solely reliant on the success of a single proprietary product.
While the Company may still, in certain cases, purchase and sell inventory on
behalf of partner brands, these activities are more transactional and
diversified in nature, reducing the financial exposure typically associated
with developing and launching a standalone brand. This approach also allows
Chill Brands to leverage its core strengths including its retail network,
operational expertise, and ability to navigate complex regulatory categories
to help partner brands gain meaningful traction in the UK market.
Chill Connect rapidly became the Company's core commercial focus. During the
six months from 1 October 2024 to 31 March 2025, efforts were directed toward
expanding the division's offering and client base. In addition to onboarding
brands in vaping and nicotine alternatives, the Company acted
opportunistically to participate in other trending categories such as the
distribution of the viral 'Dubai-style' chocolate in the UK confectionery
market. While margin profiles can be thinner in wholesale and distribution
compared to branded product sales, the model is scalable and provides access
to high-volume opportunities that grow Chill's store footprint and customer
data set.
This store network, comprising direct relationships with retailers across the
UK, is emerging as a form of commercial infrastructure and valuable
intellectual property. It enables Chill Brands to introduce new products, test
launches, and gather retail insights with speed and precision, making it a key
differentiator in securing and servicing third-party distribution clients.
As the Company continues to expand its distribution activities through the
Chill Connect division, it recognises the importance of managing working
capital efficiently to support scalable growth. While the distribution model
carries significantly lower risk than own-brand product development, it can
still involve the purchase and resale of inventory on behalf of partner
brands, particularly in cases where upfront stock commitments are necessary to
secure supply or meet retailer demand. To reduce the cash flow burden
associated with these transactions, the Company intends to explore and
implement inventory financing solutions. These may include trade credit
arrangements or structured agreements with suppliers and finance partners. By
accessing financing tailored to the needs of a distribution business, Chill
Brands aims to improve liquidity, preserve operational flexibility, and
support higher-volume trading activity without overextending its balance
sheet.
In summary, while the Company was heavily impacted by one-off legal and
governance events early in the year, it exited the Period with greater
operational clarity, resecured assets, a restructured sales function, and a
credible new business model that aligns with its capabilities and the
realities of its markets. Chill Brands now operates as a UK-focused
route-to-market specialist for regulated and high-growth consumer products,
offering scalable, lower-risk revenue opportunities while continuing to invest
selectively in its own products and e-commerce platform.
Financial Overview
During the 12-month Period the Company recorded revenues of £305,700 (prior
6-month interim period: £164,001; full year to 31 March 2024: £1,908,020).
There was a material decrease in revenue from the prior 12 months ending 31
March 2024, but revenues during the six-month period to 31 March 2025 remained
broadly consistent with the six-month period to 30 September 2024.
Sales of the Company's products resulted in a gross loss of £395,579 (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
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 Period.
The Company recorded an operating loss of £3,142,330 (full year to 31 March
2024: operating loss of £2,903,529). This elevated loss reflects, in large
part, a spike in professional fees and exceptional costs incurred during a
period of intense corporate disruption. Between 22 April and 3 May 2024, the
Company spent over £300,000 on newly appointed legal, communications, and
advisory services to manage the fallout from governance issues that were
ultimately resolved through shareholder intervention. During the same period,
approximately $400,000 was transacted to former US executive directors.
Subsequent legal action to recover assets through the U.S. courts resulted in
several hundred thousand dollars of additional costs. While non-recurring,
these expenses had a material adverse impact on the Company's financial
performance and significantly contributed to the operating loss recorded
during the Period.
A substantial portion of the exceptional expenditure incurred by the Company
occurred during the six-month period to 30 September 2024, as it responded to
governance issues, asset recovery actions, and legal disputes that arose
during that time. These costs included significant professional fees, advisory
retainers, and legal expenses required to stabilise the business and protect
its interests. In the subsequent six-month period to 31 March 2025, such
elevated costs began to reduce materially, reflecting the resolution of key
issues, including the return of critical assets and the resolution of legal
proceedings. While certain legacy costs and liabilities continued to impact
cash flow, the overall level of exceptional, one-off spending declined
significantly, enabling the Company to refocus resources on commercial
recovery and growth initiatives.
Following the end of the Period, the Company continues to carry certain legacy
liabilities, particularly those relating to professional advisory fees
incurred during the governance disruption and asset recovery process. While
these obligations remain a drag on cash flow, the Company is cautiously
managing its exposure by engaging with creditors and agreeing structured
payment plans that allow it to reduce these balances over time. This approach
enables the business to meet its financial responsibilities without
compromising its ability to trade, invest in growth, and deliver services to
clients, striking a necessary balance between operational progress and
managing liabilities.
During the Period, the Company recovered £35,444 from a U.S. counterparty in
settlement of a legacy matter relating to the Company's former activities in
the oil and gas sector. This recovery followed the release of a state bond,
which had been held in connection with historical operations prior to the
Company's transition into consumer products. While immaterial in financial
terms, the receipt represents a further step in the ongoing process of closing
out legacy matters and fully exiting non-core areas of historical activity.
There was a reduced cash position at 31 March 2025 of £30,954, 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
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, the completion of which was announced in May 2025. The 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 facility was underwritten by the Company's
largest shareholder, with participation from other investors. Importantly, the
majority of the funds are available on a drawdown basis, meaning that the
Company can access capital in tranches as required to support operational
needs. This structure provides ongoing access to working capital while helping
to manage interest costs and preserve financial discipline. The funds have
proven critical in enabling the Company to pursue its commercial objectives,
meet operational obligations, and continue its post-disruption recovery and
strategic 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. The Company
published its unaudited interim results for the six months to 30 September
2024 on 11 July 2025.
On 28 July 2025, the Company announced a change to its accounting reference
date, moving it from 31 March to 30 September. As a result, the current
financial period will span 18 months, ending on 30 September 2025. The Company
will therefore be required to complete its next audit and publish full audited
accounts for this extended period by 31 January 2026, in accordance with the
Listing Rules.
This adjustment has been made in light of the significant delays experienced
during the prior audit process, which concluded only recently due to the
governance disruption and operational constraints encountered earlier in the
year. The Board believes that this extension is both practical and prudent,
providing the Company with the time and space operationally, financially, and
administratively to stabilise its core business functions without immediately
entering into another intensive audit cycle. It also avoids the risk of
non-compliance with the Listing Rules, which would have required publication
of another full-year audited report by 31 July 2025, a timeline that was not
realistically achievable given the recent completion of the 2024 audit and the
Company's limited resources.
Outlook and Future Prospects
The past year has been one of significant transition for Chill Brands. Having
emerged from a prolonged period of disruption and instability, the Company now
operates with a more focused and commercially realistic strategy. The
foundation of this strategy is Chill Connect - our dedicated sales and
distribution services division - through which we support third-party brands
in gaining traction across the UK retail and wholesale landscape. This model
draws on the Company's most valuable assets: its retail network, operational
experience, and deep understanding of what it means to strive to launch and
compete as a brand in complex, regulated product categories.
By offering field sales, merchandising, and route-to-market support, Chill
Connect is able to deliver value to brands that lack the infrastructure,
relationships, or in-house capabilities to penetrate the UK's fragmented and
competitive retail environment. Whether a brand is in vaping, oral nicotine,
energy drinks, wellness supplements, or even niche food and beverage products,
the need for trusted sales representation and established retail access is
universal. Chill Brands is positioning itself as a cross-category distribution
specialist - a one-stop solution for consumer brands seeking scalable growth
without the cost, risk, and time burden of building their own commercial
infrastructure from scratch.
As set out in the most recent interim results for the 6-month period to 30
September 2024, the Company is now placing less emphasis on its own-brand vape
products, having recognised the operational complexity, regulatory burden, and
capital intensity associated with developing and launching new devices. The UK
market has undergone significant change following the ban on disposable vapes,
with increased compliance requirements, longer cash collection cycles, and
heightened competition from well-funded incumbents. Against this backdrop,
launching new proprietary products would require substantial upfront
investment in manufacturing, marketing, and distribution - resources that the
Company believes are better allocated to its service-led distribution model.
While Chill Brands continues to support certain own-brand products, including
its range of nicotine-free e-liquids, the near-term commercial focus is on
providing sales and route-to-market services to third-party brands, which
offer lower risk and more sustainable revenue opportunities.
This pivot has already begun to yield results. Chill Connect has secured
early-stage contracts with both emerging and established brands, and the
Company continues to expand its sales team to meet growing demand. In the
months ahead, we expect to broaden the range of product categories we operate
in and increase our geographic reach. Unlike product development, which can
require 12-18 months of lead time and significant working capital,
distribution contracts can be executed and monetised quickly, with lower
overhead and faster cash cycles. This gives the Company the ability to grow
opportunistically and responsively, deploying its infrastructure wherever
strong product-market fit exists.
The chill.com marketplace also remains a long-term strategic priority.
Although the platform has not yet achieved its full commercial potential, we
have made meaningful progress in 2025, including launching paid advertising
campaigns and engaging e-commerce specialists to improve site performance and
conversion rates. We continue to believe there is a long-term opportunity to
create a trusted online hub for high-quality wellness and functional consumer
goods - a belief underpinned by growing online demand for curated,
category-specific digital retail platforms.
The Company will be further refining the chill.com operating model in the
months ahead to ensure that the platform aligns with both commercial
performance expectations and evolving consumer behaviour. While progress has
been made in improving traffic and conversion, management recognises that
additional optimisation may be required to unlock the site's full potential.
The Board remains committed to the long-term vision for the platform but is
also prepared to make more radical changes to its structure, strategy, or
category focus if necessary to enhance performance and maximise value. This
may include reconfiguring the product mix, evolving the commercial model, or
partnering with external operators where appropriate. In parallel, and
irrespective of its current application and performance, the chill.com domain
remains a strategic digital asset of inherent value due to its simplicity,
memorability, and broad commercial relevance.
Looking ahead, the Company remains focused and resilient despite the
exceptional challenges it has faced over the past year. The events that
unfolded may have proven insurmountable for many businesses of Chill Brands'
size and maturity. That the Company has navigated this period and emerged with
an operational business, active clients, and a clear commercial strategy is a
testament to the support of its shareholders, and a determination to keep
moving forward. With early traction now visible in its service-led
distribution model, Chill Brands is well positioned to scale a more agile,
capital-efficient business that supports a diverse range of partner brands
while maintaining financial discipline. It has not been easy, but the Company
continues to fight, rebuild, and execute with renewed clarity and purpose.
The coming months will be critical as we continue to stabilise, expand our
client base, and build recurring revenues. There are numerous opportunities
across the regulated and high-growth consumer product sectors, and the Company
remains committed to pursuing these. While our immediate focus is on organic
growth through Chill Connect and the expansion of our store network, we remain
open to strategic transactions, partnerships, or acquisitions where they can
accelerate progress or unlock long-term value.
Our aim is to build a lean, scalable business that delivers meaningful
commercial outcomes while staying agile in a world where the consumer goods
landscape is constantly evolving - recognising that to survive and succeed, we
must be willing and ready to adapt as markets, regulations, and consumer
behaviours continue to shift.
This interim financial report was approved by the Board of Directors on 31
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
twelve months and their impact on the condensed consolidated interim financial
information; and
· material related-party transactions in the twelve 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
31 July 2025
Chill Brands Group PLC
Consolidated Statement of Comprehensive Income (Unaudited)
For the twelve months ended 31 March 2025
Unaudited twelve months ended 31 March 2025 Unaudited six months ended 30 September 2024 Audited year ended 31 March 2024
£ £ £
Revenue 305,700 164,001 1,908,020
Cost of sales (701,279) (540,187) (1,040,053)
Obsolete inventory expense - - (395.157)
Gross (loss) profit (395,579) (376,186) 472,810
Administrative expenses (2,746,751) (2,072,222) (3,376,339)
Operating Loss (3,142,330) (2,448,408) (2,903,529)
Finance income 12,546 12,485 87,033
Finance costs (192,072) (95,642) (196,449)
Other income 35,444 - 270
Loss on ordinary activities before taxation (3,286,412) (2,531,565) (3,012,675)
Taxation on loss on ordinary activities - - -
Loss for the period from continuing activities (3,286,412) (2,531,565) (3,012,675)
Loss for the period from discontinued activities (15,462) (43,875) (29,817)
Loss for the period (3,301,874) (2,575,440) (3,042,492)
Other comprehensive income
Items that may be re-classified subsequently to profit or loss: - - -
Gain on translation of foreign operations
Total comprehensive loss for the (3,301,874) (2,575,440) (3,042,492)
period attributable to the equity holders
Earnings (loss) per share attributable to equity holders
Attributable to continuing activities (pence) (0.65) (0.50) (0.87)
Attributable to discontinued activities (pence) (0.00) (0.01) (0.01)
Total (0.65) (0.51) (0.88)
Chill Brands Group PLC
Consolidated Statement of Financial Position (Unaudited)
At 31 March 2025
Unaudited twelve months ended 31 March 2025 Audited
£ year
ended
31 March
2024
£
Non-Current Assets
Tangible assets 899 28,780
Right of use lease asset - 178,118
Intangible assets 1,083,976 1,135,947
Total Noncurrent Assets 1,084,875 1,342,395
Current Assets
Inventories, net of provisions 93,212 139,838
Trade and other receivables 919,066 2,647,703
Cash and cash equivalents 30,954 1,315,289
Total Current Assets 1,043,232 4,102,830
Total Assets 2,128,107 5,445,225
Non-Current Liabilities
Loans, excluding current maturities 1,411,755 1,411,755
Right of use lease liability, net of current portion 140,244 92,243
Total Non-Current Liabilities 1,551,999 1,503,998
Current Liabilities
Current maturities of loans 188,516 211,017
Trade and other payables 1,118,589 886,941
Current portion of right of use lease liability - 92,393
Total Current Liabilities 1,307,105 1,190,351
Total Liabilities 2,859,104 2,694,349
Net (Liabilities) / Assets (730,997) 2,750,876
Equity
Share capital 4,953,169 4,953,169
Share premium account 14,755,570 14,755,570
Share based payments reserve 4,516,608 4,516,608
Compound loan note equity component reserve 19,052 19,052
Foreign currency translation reserve 203,704 203,704
Other reserve 400,116 400,116
Retained losses (25,579,216) (22,277,342)
Total Equity (730,997) 2,750,876
Chill Brands Group PLC
Consolidated Statement of Changes in Equity
For the twelve months ended 31 March 2025
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 - . - - - - (3,301,874) (3,301,874)
- -
Total comprehensive loss for the period attributable to the equity holders - - - - - - (3,301,874) (3,301,874)
-
At 31 March 2025 4,953,169 14,755,570 4,516,608 19,052 - 203,704 400,116 (25,579,216) (730,997)
Chill Brands Group PLC
Consolidated Statement of Cash Flows
For the twelve months ended 31 March 2025
Unaudited twelve months ended Unaudited Audited
31 March 2025 £ six months ended 30 September 2024 year ended
£ 31 March 2024
£
Cash Flows From Operating Activities
Loss for the period (3,301,874) (2,575,440) (3,370,293)
Adjustments for:
Depreciation and amortisation charges 258,494 151,510 216,760
Inventory impairment provision - - 395,157
Provision for expected credit losses - - 180,000
Imputed interest on convertible loan notes - - 343,300
Termination of options - - (19,256)
Foreign exchange translation adjustment - - (14,908)
Operating cash flow before working capital movements (3,043,380) (2,423,930) (2,269,240)
46,626 56,335 (63,181)
Decrease (increase) in inventories
Decrease (increase) in trade and other receivables 1,548,638 1,292,241 (2,200,336)
Increase (decrease) in trade and other payables 231,641 103,846 346,300
Net Cash outflow from Operating Activities (1,216,475) (971,508) (4,186,457)
Cash Flows From Investing Activities
Acquisition of plant and equipment (982) - 2,037,197
Net Cash (used in) Investing Activities (982) (17,115) 1,749,912
Cash Flows From Financing Activities
Net proceeds from issue of shares - - 2,037,197
Interest paid - - (127,490)
Payments of lease liabilities (44,392) (6,281) (151,873)
Repayment of long-term debt (22,501) (10,834) (19,289)
Net Cash (used in) / generated from Financing Activities (66,893) (17,115) 1,749,912
Net decrease in cash and cash equivalents (1,284,350) (988,623) (2,447,912)
Cash and cash equivalents at beginning of period 1,315,289 1,315,289 3,767,426
Foreign exchange adjustment on opening balances 15 - (4,225)
Cash and cash equivalents at end of period 30,954 326,666 1,315,289
CHILL BRANDS GROUP PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Twelve Months Ended 31 March 2025
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 Group has extended its accounting reference date from 31 March to 30
September. The Board is of the view that extending the current financial
period from 31 March 2025 to 30 September 2025 is the most responsible way to
ensure that the Company maintains full compliance with the Listing Rules,
while allowing sufficient time to complete a full and proper audit. In
connection with this change, the Company has prepared this additional
voluntary set of unaudited interim financial statements for the 12 months
ended 31 March 2025. The Company's next set of audited financial reports and
accounts will be for the period 1 April 2024 to 30 September 2025 and will be
published by 31 January 2026.
The unaudited condensed consolidated interim financial statements have been
prepared in accordance with the Disclosure and Transparency Rules of the
Financial Conduct Authority and UK adopted International Accounting Standard
34 "Interim Financial Reporting" (IAS 34). Other than as noted below, the
accounting policies applied by the Group in the preparation of these interim
financial statements are the same as those set out in the Company's audited
financial statements for the year ended 31 March 2024.
These condensed financial statements do not include all of the information
required for a complete set of IFRS financial statements. However, selected
explanatory notes are included to explain events and transactions that are
significant to an understanding of the changes in the Company's financial
position and performance since the audited financial statements for the year
ended 31 March 2024.
The condensed interim financial statements are unaudited and have not been
reviewed by the auditors and were approved by the Board of Directors on 31
July 2025.
The interim financial statements for the period ended 31 March 2025 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 year 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 31 March 2025 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 2024 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 period ending 30 September 2025.
The financial information in this statement relating to the twelve months
ended 31 March 2025 and the six months ended 30 September 2024 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 31 March 2025. 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 have been
primarily supported through revenue generated from commercial activities,
supplemented by funds raised in a £1 million fundraising, the completion of
which was announced in May 2025. At present the Company is therefore supported
by funds raised through the issue of convertible loan notes and the remaining,
undrawn portion of the loan facility announced in May.
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 2024 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 (3,286,412) 506,291,025 (0.65)
- Discontinued activities (15,462) 506,292,025 (0.00)
(3,301,874) 506,292,052 (0.65)
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 twelve month
periods ended 31 March 2025.
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 31 March 2025 was £1,083,976 (31
March 2024: £1,135,497). The amortisation expense for the period ended 31
March 2025 is £51,521 (year ended 31 March 2024: £51,521. The change in the
balance of the intangible asset from 31 March 2024 to 31 March 2025 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 31 March 2025 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 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.
NOTE 12 - SEASONALITY OF THE GROUP'S BUSINESS
There are no material seasonal factors which materially affect the operations
of the Group's business.
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/)
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