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REG - Cooks Coffee Company - Interim Results

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RNS Number : 4454J  Cooks Coffee Company Limited  28 November 2025

28 November 2025

 

Cooks Coffee Company Limited

("Cooks Coffee", or the "Company" or the "Group")

Interim Results

Cooks Coffee Company (NZX:CCC; AQUIS:COOK), the international coffee focused
café chain, announces its results for the six months ended 30 September 2025.

 

 

Period Highlights

 

 ·             Group revenues increased by 111% to NZ$5.77m (2025: NZ$2.74m)

 ·             Significant increase in growth was derived from Company managed stores in
               Ireland following the partnership with Dairygold.

               ·      excluding the Dairygold partnership the like-for-like revenue was
               $3.27m with a 19.3% growth.

               ·      new flagship location in Mallow, Cork opened in June 2025 and is
               now the second highest sales store in the Group and was selected in the final
               grouping for stores in the prestigious national annual Retail Excellence
               Ireland Awards.
 ·             Group EBITDA for the period was NZ$0.61m, compared with NZ$0.81m last year.
               The previous year contained a credit adjustment of $166k if normalised the
               EBITDA is down 5% from the prior year.

 ·             Company Net Profit before tax from Continuing business was NZ$0.068m compared
               to a Net Profit of NZ$0.53m last year.

 ·             Total store sales in the UK increased by 26.7% to NZ$33.2m as the development
               in suburban areas and smaller market towns gained further momentum. Like for
               like sales in the UK were up +3.5%.

 ·             Total sales in Ireland increased +27.4% to NZ$12.3m. Like for like sales in
               Ireland were up +6.4%.

 ·             Overall store sales for UK & Ireland increased +26.9% to NZ$45.5m.

 ·             Operating stores at the end of September were 96 in UK & Ireland, up from
               85 at the end of March 2025.

               ·      The first of the stores in partnership with Tesco in Ireland
               opened in Tullamore a town of almost 16,000 population in County Offaly in
               Leinster Province.

               ·      This opening brings total stores open between UK & Ireland to
               100 at the date of preparing this report.

 ·             During the period NZ$1.769m of debt reduction has occurred, with interest
               costs reducing by NZ$66k compared to FY25.

 

 

 

 

 

 

Post Period Trading

 

Group store sales for the eight-week period to 24(th) November have maintained
the positive momentum seen over the past six months with total store sales in
the UK up 18.6% and in Ireland store sales up 29.8% compared to the previous
year with total sales for the core business up 21.8% for the eight week
period.

 

The Company remains dedicated to building the business based on ethical
principles and community values.

 

 

Aiden Keegan, CEO of Cooks Coffee Company, commented: "The Board is pleased to
report a strong period of growth. This is testament to the hard work of all
our franchisees, Regional Developers in the UK and strong offering that we
provide. The Group continues to open new stores in desirable locations in
market towns and suburbs plus new housing developments. We are also delighted
with the new partnership arrangements with Dairygold and TESCO and the Group
expects to deliver a robust set of numbers for the full year."

 

 

Enquiries:

 Cooks Coffee Company Limited                         +64 21 702 509 (New Zealand)
 Keith Jackson (Executive Chairman)                   keith.jackson@cookscoffeecompany.com

                                                    (mailto:keith.jackson@cookscoffeecompany.com)
 Aiden Keegan (Chief Executive)
                                                      +44 (0) 7980 608 440 (UK)

                                                      aiden@esquirescoffee.co.uk (mailto:aiden@esquirescoffee.co.uk)

                                                      +44 (0) 20 3934 6630 (UK)
                                                      ukinvestorrelations@cookscoffeecompany.com
                                                      (mailto:ukinvestorrelations@cookscoffeecompany.com)

 IFC Advisory Limited (Financial PR & IR)             +44 (0) 20 3934 6630
 Graham Herring, Florence Staton                      cookscoffee@investor-focus.co.uk (mailto:cookscoffee@investor-focus.co.uk)

 Allenby Capital (AQSE Corporate Adviser and Broker)  +44 (0) 20 3179 5300
 James Reeve, Nick Harriss, Dan Dearden-Williams

 Tony Quirke (Sales and Corporate Broking)

 

Chairman's Statement

The strong trading performance in the first half of the financial year built
on last year's momentum and has continued into the second half. Given this
encouraging momentum, the Directors expect second-half results to exceed
first-half performance, as certain one-off costs that affected the first half
are not expected to recur.

 

The Company's revenues are primarily derived from royalties tied to individual
site sales. The Directors' priority is to support franchisees' growth
profitability and to maintain a robust pipeline of new stores in the UK and
Ireland to sustain ongoing expansion.

During the six-month period to the end of September 2025, the Company added a
net nine franchised stores in the UK and Ireland (14 openings and five
closures of under-performing stores). Further growth is expected in the second
half, with eight additional UK openings and four in Ireland planned, bringing
the Group total to an anticipated 108 stores by the end of March 2026.

The Group is positioned well for future growth. Esquires UK & Ireland
together recorded a systemwide weekly sales high of over NZ$2.0m in the week
ended 2 November 2025. After a strong first half, the Directors are confident
the business models remain well suited to current consumer conditions, despite
wider economic concerns. The Regional Development model's expansion across the
UK will help accelerate network growth; the Company is actively seeking
Regional Development partners for Scotland and Northern Ireland.

Business Performance

Esquires Coffee United Kingdom

UK store numbers were 77 at the end of September 2025, up from 71 as of 31
March 2025. Sales from the Esquires outlets for the six-month period were up
26.7% compared to the same period in FY25.

The Regional Developer model in the UK has proved to be a significant driver
of store growth, especially in the South & East of England.

During the six months the St Neots store was renovated with sales showing a
gain more than 22% for the first three months of opening post renovation
compared to prior year sales. This store in a buoyant market town demonstrates
the Group's ability to adapt and respond to changing consumer patterns.

As of January 2025, industry research company Allegra reported that the UK
branded café market comprised of 11,456 stores with store sales of £6.1
billion which is projected to grow to £8.1 billion by 2030 at a compound
growth rate of 5.7%. Store numbers are projected to grow to 13,260 by 2030 at
a compound growth rate of 3.0%. Esquires share is currently 0.8% and we are
planning for this to grow to 1.9% by 2030.

Esquires Ireland

The Irish business is experiencing strong growth driven by the addition of
three of the company managed stores in the Dairygold Superstores for the full
period and with the fourth store opening in Mallow, Cork in June 2025. The
Dairygold contract is for an initial period of 10 years and the cafes are
based in Midleton, Carrigaline and Mallow in Cork and Raheen in Limerick.
Dairygold's retail business operates 26 stores across Munster under the Co-op
Superstores brand.

Thie Mallow store has set new standards for the brand internationally and to
be selected in the finals of Retail Excellence Ireland for 2025 for such a new
store is an achievement of which the Company is extremely proud.

In October, the Company announced a partnership with Tesco, Ireland to open
five Esquires Cafes in selected Tesco stores. The first store opened in
Tullamore on 19(th) November and a further four stores are expected to open by
the end of January 2026. Esquires store numbers at the date of the report are
21 which is up from 18 as at the end of March 2025.

According to Allegra, the Irish branded café market is reported to have 768
stores as at March 2025 and is projected to grow at 2.4% CAGR to 2030 when the
numbers of branded stores are estimated to be 866. The Esquires current share
of stores is 2.5% and the Company is planning to increase this to 40m stores
or 4.6% by March 2030.

 

International

 

A master franchise agreement was signed with Sterling Coffee Houses to develop
the Esquires brand for India in May 2025. Under the terms of the agreement
Sterling Coffee Houses will be responsible for the establishment and
operations of the business in India with ongoing support from Cooks Coffee.
This support will include providing systems, processes and best practice
related to the Esquires brand, enabling the Master Franchisee to maintain the
high standards synonymous with the brand. The first stores are expected to be
open before the end of the financial year.

 

Store sales in Portugal where Esquires has two stores in Porto are slightly
down on last year whilst in Pakistan the eighth outlet is in construction and
due to open before the new year compared to the 6 at the same time last year.

 

Saudi Arabian sales are in line with last year's levels with store numbers now
at three outlets with the Airport store being the busiest in the Esquires
global network in terms of transaction numbers.

Overall international store numbers were 14 at the report date.

 

ESG

The Board has established a formal ESG Committee, chaired by Elena Garside and
comprising Directors and Senior Management. The Committee provides structured
governance and oversight of the Company's ESG priorities, ensuring
accountability and measurable progress.

Key ESG initiatives currently in place include:

·      Carbon-neutral sourcing: The Company maintained its partnership
with one of the world's first carbon-neutral roasteries, certified to the
Carbon Neutral Gold Standard.

·      Ethical coffee standards: All coffee supplied across the
portfolio remained 100% Fairtrade and organic, supporting ethical and
environmentally responsible supply chains.

·      Waste reduction: The rollout of eco-friendly refillable cup
programmes continued, offering customers discounts to reduce single-use waste.

·      Sustainable packaging: All takeaway packaging including cups,
lids, paper bags and serviettes remained 100% recyclable. Further reductions
in plastics were achieved using biodegradable straws, paper-based plates and
wooden cutlery.

·      Cleaner operations: Increased adoption of Bio Ferma plant-based
cleaning products reduced reliance on chemical-based alternatives and
supported safer in-store environments.

·      Digitalisation: Additional digital menu screens were installed,
significantly cutting paper usage across the business.

·      Community impact: Stores continued to serve as local community
hubs, supporting charitable partnerships, mental-wellbeing initiatives and a
range of local programmes.

 

The ESG Committee will continue to review progress, enhance data collection
and guide the Company's evolving sustainability strategy ahead of the next
reporting period.

 

Corporate - Transition to UK

The Company is continuing its planned transition to relocate the business to
the UK where the largest market in the business operates. This will improve
efficient working practices and focus the business on its growth strategy in
the core markets of UK and Ireland. Share trading liquidity in the UK is still
low, and transaction numbers are small but growing albeit from a small base.
The key focus is on building the business so that the improved performance
will drive interest from the investor community.

Summary and Outlook

The prospects for the Company for the remainder of the financial year and
beyond are encouraging as the trading momentum has continued and store sales
trends have been very positive. There is a solid pipeline of new stores in
both core markets of UK & Ireland.

The Cooks Coffee model being operated by Esquires is based on a locally
focused franchised network and is very scalable in a capital light manner.
With the focus on core markets, we believe that we have critical mass with an
ability to grow rapidly in exciting growth markets.

The target of having 300 stores in the UK and Ireland by 2034 remains, and the
solid base being established in these core markets will enable expansion in
other attractive markets and provide the base for potential value enhancing
opportunities that will add to shareholder value.

 

The development in India is an exciting opportunity for the company, and we
expect the first outlets to be opened before the end of the financial year.
The Group is working actively to grow on the base of business in the Middle
East, but the focus remains on UK & Ireland.

 

Given the solid pipeline of new stores, the Company expects that we will
continue to grow the number of Esquires outlets operating in UK & Ireland
by the end of March 2026 to 108. With the Company now firmly back into growth
and encouraged by current trading the Board remains confident about the
prospects of the Group and views the future with optimism.

 

 

Unaudited Consolidated Statement of Profit or Loss and Other Comprehensive
Income

For the six months ended 30 September 2025

                                                                                         30 September                                   30 September
                                                                                         2025                                           2024
                                                                                Notes    $'000                                          $'000
 Continuing operations
 Revenue                                                                                 5,596                                          2,579
 Grant and other income                                                                  170                                            163
 Raw materials and consumables used                                                      (836)                                          (22)
 Depreciation and amortisation                                                           (228)                                          (11)
 Impairment loss on receivables                                                          (60)                                           (72)
 Net foreign exchange (losses)/gains                                                     3                                              (19)
 Employee costs                                                                          (2,228)                                        (976)
 Other expenses                                                                          (2,099)                                        (918)
 Operating profit                                                                                            318                                            724
 Interest Income                                                                         795                                            765
 Finance Costs on leases                                                                                   (921)                        (765)
 Finance costs on loans                                                                        (124)                                    (190)

 Profit before income tax                                                                                      68                       534
 Income tax (expense)/credit                                                             -                                              -
 Profit for the period from continuing operations                                        68                                             534
 Net profit/(loss) for the period from discontinued operations                           (219)                                          -
 Net profit for the period attributable to shareholders                                  (151)                                          534
 Other comprehensive income
 Items that may be subsequently reclassified to profit or loss
 Change in foreign currency translation reserve                                                            104                                                         23
 Total comprehensive profit/(loss) for the period attributable to                                         (47)                                                    557
 shareholders

 Total comprehensive income/(loss) for the period attributable to Shareholders
 of the parent arises from:
 -     Continuing operations                                                                                172                         557
 -     Discontinued operations                                                           (219)                                          -
                                                                                                            (47)                        557

 Profit/(loss) per share:
 Basic and diluted profit/(loss) per share (New Zealand Cents) from continuing  3        (0.24)                                         0.87
 and discontinued operations:
 Basic and diluted profit/(loss) per share (New Zealand Cents) from continuing  3        0.11                                           0.87
 operations:
 Basic and diluted profit/(loss) per share (New Zealand Cents) from             3        (0.37)                                         -
 discontinued operations:

 

The attached notes form part of and are to be read in conjunction with these
financial statements.

 Unaudited Condensed Interim Statement of Change in Equity

 For the six months ended 30 September 2025

                                                                        Attributable to Equity holders of the Company
                                                                        Share Capital  Foreign Currency Translation Reserve  Share Based Payment Reserve  Accumulated Profit/(Loss)  Total Equity
                                                                 Notes  $'000          $'000                                 $'000                        $'000                      $'000
 Balance at 1 April 2024                                                58,845         2,068                                 -                            (64,914)                   (4,001)
 Comprehensive income/(loss) for the year
 Gain/(Loss) for the year                                               -              -                                     -                            813                        813
 Other comprehensive income
 Items that may be subsequently reclassified to profit or loss:
 Change in foreign currency translation reserve                         -              (232)                                 -                            -                          (232)
 Total comprehensive income/(loss) for the year                         -              (232)                                 -                            813                        581
 Transactions with owners of the Company
 Issue of ordinary shares                                               529            -                                     -                            -                          529
 Change in share-based payment reserve                                  -              -                                     -                                                       -
 Total contributions by owners of the Company                           529            -                                     -                            -                          529

 Balance at 31 March 2025                                               59,374         1,836                                 -                            (64,101)                   (2,891)
 Balance at 1 April 2025

 Comprehensive income/(loss) for the period
 Gain/(Loss) for the period                                             -              -                                     -                            (151)                      (151)
 Other comprehensive income
 Items that may be subsequently reclassified to profit or loss:
 Change in foreign currency translation reserve                         -              104                                   -                            -                          104
 Total comprehensive income/(loss) for the period                       -              104                                   -                            (151)                      (47)

 Transactions with owners of the Company
 Issue of ordinary shares                                               220            -                                     -                            -                          220
 Total contributions by owners of the Company                           220            -                                     -                            -                          220

 Balance at 30 September 2025                                           59,594         1,940                                 -                            (64,252)                   (2,718)

The attached notes form part of and are to be read in conjunction with these
financial statements.

Unaudited Condensed Interim Statement of Financial Position

For the six months ended 30 September 2025

 

                                            30 September  31 March
                                            2025          2025
                                     Notes  $'000         $'000
 Assets
 Current Assets
 Cash and cash equivalents                  833           2,686
 Trade and other receivables                2,222         1,604
 Lease receivables                          4,274         4,072
 Other current assets                       753           696
 Current Assets                             8,082         9,058

 Non-Current Assets
 Property, plant and equipment              843           415
 Right-of-use assets                        2,531         2,449
 Lease receivables                          20,255        21,624
 Intangible assets                          2,831         2.831
 Other non-current financial assets         15            15
 Black Goo JV Investments                   13            13
 Non-Current Assets                         26,488        27,347

 Total Assets                               34,570        36,405

 Liabilities
 Current Liabilities
 Trade and other payables                   4,261         3,334
 Deferred Revenue                           488           614
 Lease liabilities                          4,720         4,422
 Borrowing                                  -             881
 Bank Loans                                 -             148
 Current Liabilities                        9,469         9,399

 Non-Current Liabilities
 Deferred Revenue                           2,086         2,198
 Lease liabilities                          22,474        23,885
 Borrowings                                 -             900
 Bank Loans                                 2,567         2,407
 Other Liabilities                          692           507
 Non-Current Liabilities                    27,819        29,897

 Total Liabilities                          37,288        39,296

 Net Assets/(Liabilities)                   (2,718)       (2,891)

 

 Equity
 Share capital                         4                          59,594    59,374
 Accumulated losses                                               (64,252)  (64,101)
 Foreign currency translation reserve                             1,940     1,836
 Total Equity                                                     (2,718)   (2,891)

 Net tangible assets per share (New Zealand Cents)                (8.68)    (9.06)

 

The attached notes form part of and are to be read in conjunction with these
financial statements.

 Unaudited Condensed Interim Statement of Cash Flows

 For the six months ended 30 September 2025

                                                                      30-Sept  31-Mar
                                                                      2025     2025
                                                               Notes  $'000    $'000
 Operating activities
 Cash was provided from:
 Receipts from customers                                              4,800    5,736
 Dividend Received                                                    -        163
 Cash was applied to:
 Interest cost                                                        (124)    (386)
 Payments to suppliers                                                (2,187)  (3,267)
 Payments to employees                                                (2,135)  (2,520)
 Discontinued operations                                              (219)    -
 Net cash provided from/(applied to) operating activities             135      (274)

 Investing activities
 Cash was provided from:
 Disposal of property, plant and equipment                            -        -
 Cash was applied to:
 Purchase of property, plant and equipment                            (512)    (366)
 Acquisition of intangible assets                                     -        -
 Principal elements of lease receipts                                 2,029    564
 Discontinued operations                                              -        -
 Net cash provided from/(applied to) investing activities             1,517    198

 Financing activities
 Cash was provided from:
 Proceeds from borrowings                                             325      2,554
 Proceeds from share issue                                            220      478
 Cash was applied to:
 Principal elements of lease payments                                 (2,121)  (573)
 Repayment of borrowings                                              (1,871)  (940)
 Net cash provided from/(applied to) financing activities             (3,447)  1,519

 Net increase/(decrease) in cash and cash equivalents held            (1,795)  1,443
 Cash & cash equivalents at beginning of the year                     2,686    1,174
 Effect of exchange rate changes on foreign currency balances         (58)     69
 Cash & cash equivalents at end of the year                           833      2,686

 Composition of cash and cash equivalents:
 Bank balances                                                        833      2,686

 

 

 

The attached notes form part of and are to be read in conjunction with these
financial statements.

 

Unaudited Condensed Interim Statement of Cash Flows

For the six months ended 30 September 2025

 

The following is a reconciliation between profit after taxation for the period
shown in the statement of comprehensive income and net cash flows applied to
operating activities from continuing operations.

 

                                                                                                                                                                                                                                                                                                           30 September    31 March
                                                                                                                                                                                                                                                                                                           2025            2025
                                                                                                                                                                                                                                                                                                           $'000           $'000

 Profit/(Loss) after tax                                                                                                                                                                                                                                                                                   (151)           813

 Add non-cash items:
      Depreciation and amortisation                                                                                                                                                                                                                                                                        228             117
      Impairment loss on receivables                                                                                                                                                                                                                                                                       60              106
     Net foreign exchange gains/(losses)                                                                                                                                                                                                                                                                   (3)             14
     Lease interest on right of use                                                                                                                                                                                                                                                                        126             78
 asset
     Release of director fee accrual                                                                                                                                                                                                                                                                       -               166
    Joint venture share of profits excluding actual dividends                                                                                                                                                                                                                                              1               (13)
 received

 Add/(Less) movements in assets/liabilities:                                                                                                                                                                                                                                                               (126)           (1,555)

 Net cash flow applied to operating activities                                                                                                                                                                                                                                                             135             (274)

 

The attached notes form part of and are to be read in conjunction with these
financial statements.

 

 

Notes to and forming part of the Unaudited Interim Financial Statements

For the six months ended 30 September 2025

 

 

 

The Group's reportable segments are business units deriving Royalties, Product
Sales, Franchise Fees and New Store Construction Revenue from Franchisees in
geographical locations.

 

The New Zealand segment represents the head office operation for the Group.
The franchise coffee store business, operating under the Esquires brand,
covers the New Zealand Global Franchise trading entity and all regions owned
by third party Master Franchisees; and the UK and Ireland franchising business
segment owned directly by the Group.

 

There was discontinued operations in the six months ended 30 September 2025,
due to 3 store closures in the amount of $219k; consisting of bad debts in the
amount of $151k and legal fees $68k.

 

Segment information for the reporting period is as follows:

                                                          Continuing Operations
 30 September 2025                                         Global Franchising & Retail        UK & IRE Franchising        New Zealand    Managed Cafes    Total
                                                          $'000                              $'000                       $'000          $'000            $'000
 Global operational splits
 Revenue                                                  41                                 3,056                       -              2,499            5,596
 Grant and other income                                   -                                  170                         -              -                170
 Raw materials and consumables used                       -                                  (35)                        -              (801)            (836)
 Depreciation and amortisation                            -                                  (60)                        -              (168)            (228)
 Impairment loss on receivables                           -                                  (35)                        (25)           -                (60)
 Net foreign exchange (losses)/gains                      (1)                                3                           1              -                3
 Employee costs                                           -                                  (1,066)                     (44)           (1,118)          (2,228)
 Other expenses                                           (15)                               (898)                       (786)          (400)            (2,099)
 Operating profit/(loss)                                  25                                 1,135                       (854)          12               318
 Interest income                                          -                                  795                         -              -                795
 Finance costs on leases                                  -                                  (795)                       -              (126)            (921)
 Finance costs on loans                                   -                                  (11)                        (110)          (3)              (124)
 Profit/(loss) before income tax                          25                                 1,124                       (964)          (117)            68
 Income tax (expense)/credit                              -                                  -                           -              -                -
 Profit/(loss) for the period from continuing operations  25                                 1,124                       (964)          (117)            68

 Non-current assets
 Intangible assets                                        42                                 1,308                       1,481          -                2,831
 Property, plant and equipment                            -                                  466                         -              377              843

 

                                                                                                                Discontinued Operations
 30 September 2025                                                                                               UK Franchising
                                                                                                                $'000
 Global operational splits
 Revenue                                                                                                        -
 Grant and other income                                                                                         -
 Raw materials and consumables used                                                                             -
 Depreciation and amortisation                                                                                  -
 Impairment loss on receivables                                                                                 (151)
 Net foreign exchange (losses)/gains                                                                            -
 Employee costs                                                                                                 -
 Other expenses                                                                                                 (68)
 Operating profit/(loss)                                                                                        (219)
 Interest income                                                                                                -
 Finance costs on leases                                                                                        -
 Finance costs on loans                                                                                         -
 Profit/(loss) before income tax                                                                                (219)
 Income tax (expense)/credit                                                                                    -
 Profit/(loss) for the period from continuing operations                                                        (219)

 Non-current assets
 Intangible assets                                                                                              -
 Property, plant and equipment                                                                                  -

                                                          Continuing Operations
 30 September 2024                                        Global franchising & retail      UK & IRE franchising                New Zealand           Total
                                                          $'000                            $'000                               $'000                 $'000
 Global operational splits
 Revenue                                                  99                               2,480                               -                     2,579
 Grant and other income                                   10                               153                                 -                     163
 Raw materials and consumables used                       -                                (22)                                -                     (22)
 Depreciation and amortisation                            -                                (11)                                -                     (11)
 Impairment loss on receivables                           (41)                             (31)                                -                     (72)
 Net foreign exchange (losses)/gains                      (3)                              -                                   (16)                  (19)
 Employee costs                                           -                                (807)                               (169)                 (976)
 Other expenses                                           -                                (534)                               (384)                 (918)
 Operating profit/(loss)                                  65                               1,228                               (569)                 724
 Interest income                                          -                                765                                 -                     765
 Finance costs                                            -                                (788)                               (167)                 (955)
 Profit/(loss) before income tax                          65                               1,205                               (736)                 534
 Income tax (expense)/credit                              -                                -                                   -                     -
 Profit/(loss) for the period from continuing operations  65                               1,205                               (736)                 534

 Non-current assets
 Intangible assets                                        42                               1,308                               1,481                 2,831
 Property, plant and equipment                            -                                91                                  1                     92

 

1.  General information

 

Cooks Coffee Company Limited ("Company" or "Parent"), together with its
subsidiaries (the "Group") operate in the food and beverage industry.

 

The Company is a limited liability company incorporated and domiciled in New
Zealand and is listed on the NZX Main Market board of the New Zealand stock
exchange.

 

Statutory base

The Company is registered under the Companies Act 1993 and is an FMC reporting
entity under part 7 of the Financial Markets Conduct Act 2013.

Reporting framework

The unaudited interim financial statements have been prepared in accordance
with New Zealand Generally Accepted Accounting Practice (NZ GAAP). They comply
with New Zealand equivalents to International Financial Reporting Standards
("IFRS") and other applicable New Zealand Reporting Standards as appropriate
for profit-oriented entities. The financial statements comply with IFRS. These
policies have been consistently applied to all periods presented, unless
otherwise noted.

 

These financial statements for the six months ended 30 September 2025 have
been prepared in accordance with NZ IAS 34, Interim Financial Reporting and
should be read in conjunction with the financial statements published in the
Annual Report for the year ended 31 March 2025. They also comply with the
International Accounting Standard 34 interim Financial Reporting (IAS 34).

 

 

2.  Changes in significant accounting policies

 

Except as described below, the accounting policies applied by the Group in
these consolidated interim financial statements are the same as those applied
by the Group in its consolidated financial statements for the year ended 31
March 2025. The Group has not applied any standards, amendments and
interpretations that are not yet effective.

 

 

3.  Profit/(loss) per share

 

Basic profit/(loss) per share is calculated by dividing the profit/(loss)
attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares outstanding for the period.

 

Diluted profit/(loss) per share is determined by dividing the profit/(loss)
attributable to ordinary shareholders and the weighted average number of
shares outstanding for the effects of any dilutive potential ordinary shares.

 

Net tangible assets per share is determined by dividing the net asset value of
the Group, adjusted by the intangible assets, and the number of shares issued
at the end of the period.

 

 

 

 

 

 

 

 

 

 

The weighted average numbers of shares are calculated below:

 

                                                                                30 September 2025  31 March 2025

 Weighted average ordinary shares issued                                        64,902,698         62,517,827
 Weighted average potentially dilutive options issued                           -                  -
 Basic and diluted profit/(loss) per share (New Zealand Cents) from continuing  (0.24)             1.30
 and discontinued operations:
 Basic and diluted profit/(loss) per share (New Zealand Cents) from continuing  0.11               1.30
 operations:
 Basic and diluted profit/(loss) per share (New Zealand Cents) from             (0.37)             -
 discontinued operations:
 Net tangible assets per share (New Zealand Cents)                              (8.68)             (9.06)

 

 

4.  Share Capital

 

The share capital of Cooks Global Foods Limited consists of issued ordinary
shares, each share representing one vote at the company's shareholder
meetings. The par value is nil (2024: nil). All shares are equally eligible to
receive dividends and the repayment of capital.

 

 Movement of share capital                          30 September 2025  31 March 2025
 Number of Shares issued:                           No. of Shares      No. of Shares
 Ordinary shares opening balance                    64,738,670         60,002,448
 Ordinary shares issued                              1,680,672         4,736,222
 Total ordinary shares authorised at end of period  66,419,342         64,738,670

 Movements of share capital                         30 September 2025  31 March 2025
 Value of Shares issued:                            $'000              $'000
 Ordinary shares opening balance                    59,374             58,845
 Ordinary shares issued less share issue expenses   220                529
 Total ordinary shares authorised at period end     59,594             59,374

 

 

The company now has 66,377,342 quoted shares and 42,000 non-voting shares on
issue at 30 September 2025. During the year 1,680,672 shares were issued on 21
July 2025 at a value of $111,265. An additional 686,887 shares were also
transferred from the CCC Employee Share Trust at a value of $108,600.

 

At 30 September 2025, $nil of the ordinary share capital is unpaid (31 March
2025: $nil).

 

5.  Related party transactions

 

The Group's related parties include the directors and senior management
personnel of the Group, and any associated parties as described below.

 

Unless otherwise stated, none of the transactions incorporate special terms
and conditions and no guarantees were given or received.

 

Keith Jackson is a director of Cooks Investment Holdings Limited, Jackson
& Associates Limited, Arana Holdings Limited, Weihai Station Limited and a
trustee of Nikau Trust.

Michael Ambrose is a director of Ashville Consultancy Limited, Fiord Lobster
Company Limited, Senior Move Managers Limited, Australia Quota Holdings GP
Limited, Australian Lobster Company (GP) Limited, Deltop Holdings Limited, FLC
Trustee Limited, Lobster Management GP Limited, New Zealand Dairy Goats
Limited.

Peihuan Wang is a director of Jiajiayue Holding Group Limited and Weihai
Station Limited.

Elena Garside is a director of Garside & Garside Ltd.

Aiden Keegan is a director of Esquires Coffee UK Limited.

Gareth Lloyd-Jones is a director of Argentine Steak House, Buenasado
(Reading), High Road Restaurant Group, The Small & Friendly Pub Co, Taga
Restaurant, The Arnold Foundation for Rugby School.

Gordon Robinson is a director of Sterling BAPC Ltd, KCR Residential REIT PLC
and Falconedge PLC.

 

Transactions with related parties

                                        30 September  31 March
                                        2025          2025
                                        $'000         $'000
 Purchases of goods and services
 Purchase of management services        120           260

 Interest paid to related parties       63            233

 Other transactions
 Subscriptions for new ordinary shares  -             50

 

 

Balances outstanding with related parties

                                                                    30 September  31 March
                                                                    2025          2025
                                                                    $'000         $'000
 Outstanding balances arising from purchases of goods and services
 Entities controlled by key management personnel                    896           818

 Loans to related parties
 Beginning of the year                                              1,779         1,952
 Loans advanced                                                     -             -
 Loans repaid                                                       (1,717)       (11)
 Net foreign exchange effects                                       -             6
 Loan converted to shares                                           -             (50)
 Interest charged                                                   4             233
 Interest paid                                                      (63)          (351)
 Balance end of period                                              3             1,779

 

Director transactions

                                          30 September           31 March
                                                   2025          2025
                                          $'000                  $'000
 Directors' fees                          138                    197
 Salaries, wages and contractor payments  576                    1,154
 Share based payments                     24                     -
                                          738                    1,351

 

 

6.  Capital Commitments, Contingent Liabilities

 

There were no capital commitments as at 30 September 2025 (31 March 2025:
$nil).

 

There were no changes in capital commitments, contingent liabilities and
contingent assets that would require disclosure for the six months ended 30
September 2025 (31 March 2025: $nil).

 

 

 

 

7.  Going Concern

 

The Group reported a comprehensive Loss of $(47,000) (2024: $557,000) for the
six-month period to 30 September 2025.

 

Operating net cash inflow for the six-month period to 30 September 2025 was
$135,000. For the twelve-month period ended 31 March 2025 the net cash outflow
for continuing operations was $(274,000).

 

As at 30 September 2025 the Group has reported Net Liabilities of $(2,718,000)
(at 31 March 2025: $(2,891,000) and current liabilities exceed current assets
by an amount of $1,387,000 (at 31 March 2025: $341,000).

 

The ability of the Group to pay its debts as they fall due and to realise
their assets and extinguish their liabilities in the normal course of business
at the amounts stated in the consolidated financial statements and to continue
trading has been considered by the Directors in the adoption of the going
concern assumption during the preparation of these financial statements

 

The Directors forecast that the Group can manage its cash flow requirements at
levels appropriate to meet its cash commitments for the foreseeable future
being a period of at least 12 months from the date of authorisation of these
consolidated financial statements. In reaching this conclusion, the Directors
have considered the achievability of the plans and assumptions underlying
those forecasts. The key assumptions include:

•      Opening multiple new stores in the United Kingdom in FY25, with
a net nine new sites opened in the first half of the year, and a further eight
sites confirmed for the second half of the year.

•      Based on the company's current performances the average store
sales in the UK are GBP£400,000 and the income that the Group derives per
store in the first full year of trading is £20,000.

•      The group is currently marketing the Regional Development rights
for Scotland and Northern Ireland and expects to sell both regions in FY26.

•      As of January 2025, industry specialists Allegra reported that
the UK branded café market comprised of 11,456 stores with store sales of
£6.1 billion which is projected to grow to £8.1 billion by 2030 at a
compound growth rate of 5.7%. Store numbers are projected to grow to 13,260 by
2030 at a compound growth rate of 3.0%.

 

The Directors have reasonable expectation that the Group has sufficient
headroom in its cash resources to allow the Group to continue to operate for
the foreseeable future or alternatively it can manage its working capital
requirements to create additional required headroom.

Whilst the Directors acknowledge that there are capital raising, credit,
exchange and liquidity risks in the global economic market in which the Group
operates. They note the Group has a track record of obtaining financial
support from cornerstone investors and related parties and, where necessary,
negotiating the deferment of debt repayments.

After considering all available information, the Directors have concluded that
there are reasonable grounds to believe that the forecasts and plans are
achievable, the Group will be able to pay its debts as and when they become
due and payable, there is sufficient headroom in available cash resources, and
the basis of preparation of the financial report on a going concern basis is
appropriate.

Should the Group be unable to continue as a going concern it may be required
to realise its assets and discharge its liabilities other than in the normal
course of business and at amounts different to those stated in the
consolidated financial statements. The consolidated financial statements do
not include any adjustments relating to the recoverability and classification
of asset carrying amounts or the amount of liabilities that might result
should the Group be unable to continue as a going concern and meets its debts
as and when they fall due.

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