Annual Financial Report
Summary by AI BETAClose X
Amala Foods PLC
Annual Financial Report
2026
COMPANY INFORMATION
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Directors |
Simon Grant-Rennick |
Executive Director |
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Jonathan Morley-Kirk |
Non-executive Chairman |
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Sam Reid |
Non-executive Director |
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Robert Scott |
Non-executive Director |
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Company Secretary |
Kerry Elizabeth Humphreys (appointed 30 April 2026) |
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Registered office of the Company |
Pigneaux Farmhouse |
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Pigneaux Farm |
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Princes Tower Road |
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St Saviour JE2 7UD |
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Jersey |
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Independent Auditor |
PKF Littlejohn LLP |
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30 Churchill Place |
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Canary Wharf |
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London E14 5RE |
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Bankers |
eWealthGlobal Group Limited |
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17 Broad St |
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St Helier |
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Jersey JE2 3RR |
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(the account was closed on February 2026) |
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CONTENTS
Directors and Governance
Chairman's Report 3
Report of the Directors 4
Strategic Report 9
Accounts
Independent Auditor's Report to the Members of Amala Foods PLC 10
Statement of Comprehensive Income 14
Statement of Financial Position 15
Statement of Changes in Equity 16
Cash Flow Statement 17
Notes to the Accounts 18
CHAIRMAN'S REPORT
The Company is a cash shell and, as such, is seeking to identify a transaction that will lead to a Reverse Takeover ('RTO').
The Company's shares were admitted to the Equity Shares (Shell Companies) Category contained in UKLR TP 7. This transition period came into force on 29 July 2024 and lasted for one year. We are now a cash shell.
The Company previously announced on 9 November 2023 a potential transaction with a healthcare group, Healthcare Medical Plus Pte Ltd. As a result, the shares were suspended from trading and remain suspended pending the outcome of the potential transaction. The transaction progressed over an extended period due to substantive delays.
The Company sought guidance from the Financial Conduct Authority ('FCA') to extend the Transition Period given that Company was considered an "in flight" company due to the potential RTO. However, the FCA informed the Company that no extension would be granted. Therefore, the RTO lapsed on 29 July 2025. This means the Company is no longer eligible to benefit from the transitional provisions in UKLR TP 10 that allowed the Company to readmit to the Official List with a market capitalisation above £700,000 rather than above £30 million. The suspension of the shares was lifted by the FCA on 13 October 2025.
Whilst this is obviously a disappointing conclusion to what proved to be a protracted RTO process, the Board will continue to strive to seek a positive outcome for shareholders. Following the lapse of the RTO the Company was able to secure new funding via the issuance of a Convertible Loan Note on 19 August 2025 with a 12-month term and bearing a 0% interest rate. This raised a total of £107,574. In conjunction with this new funding, Sam Reid was appointed to the Board as a Non-Executive Director in September 2025. Simon Grant-Rennick subsequently joined the Board as an Executive Director in January 2026, and Robert Scott was appointed as a Non-Executive Director after the year end.
The Directors have continued to receive no remuneration for the period as has been consistent with previous years. They have irrevocably waived their entitlement to any remuneration for the periods up to 31 March 2026. No amounts will become payable in respect of these periods, including upon a successful RTO.
The Company is actively looking for suitable transactions leading to a successful RTO.
Jonathan Morley-Kirk
Chairman
31 July 2026
REPORT OF THE DIRECTORS
The Directors present the report together with the audited accounts of the Company for the year ended 31 March 2026.
The Company
Amala Foods Plc is registered (registered number 121041) and domiciled in Jersey. It was incorporated on 11 April 2016.
Principal Activity and Business Review
The Company's principal activity during the year ended 31 March 2026 was that of identifying potential companies, businesses or asset(s) for acquisition. The Directors are actively seeking new opportunities that will lead to RTO.
Results and Dividends
The results of the Company for the year ended 31 March 2026 show a loss before taxation of £204,729 (31 March 2025: £200,515).
The Directors do not recommend payment of a dividend for the year ended 31 March 2026 (31 March 2025: nil).
Sustainability Information Statement
The board of directors is aware of the requirement to include details of the Company's compliance with the 4 key pillars of the Taskforce on Climate-related Financial Disclosures' (TCFD) recommendations from January 2022:
● Governance- disclose the organisation's governance around climate-related risks and opportunities.
● Strategy- disclose the actual and potential impacts of climate-related risks and opportunities on the organisation's businesses, strategy and financial planning where such information is material.
● Risk Management- disclose how the organisation identifies, assesses and manages climate-related risks.
● Metrics and Targets- disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material.
The directors note that for the years ended 31 March 2026 and 31 March 2025, the Company is not in compliance with TCFD as it has limited climate-related risks due to being a shell company with no active operations yet. The Company will continue to monitor developments in its operational status and will assess the applicability of TCFD disclosures if and when it undertakes substantive trading activities.
Future Developments
The Company's future developments are outlined in the strategic report section.
Going Concern
On 8 October 2025, the Company entered into an Amendment and Restatement of the Deed of Standstill with RiverFort, restructuring the outstanding debt. Effective 1 January 2024, and conditional upon the Company's shares resuming trading ('Retrading') by 31 October 2025, the Company and RiverFort agreed to a Standstill Period. During this period, the Reprofiled Amount of £707,569 will accrue no further interest. The Standstill Period matures at the earliest of: the completion of an Initial Transaction (as defined in the UK Listing Rules), the re-suspension of trading after Retrading has occurred, or the first anniversary of the date of this Deed. On 13 October 2025, the Retrading of the Company's shares commenced.
The Company previously raised £385,000 in Convertible Loan Notes that would largely be used to fund a transaction leading to RTO. These Convertible Loan Notes are automatically converted into shares upon RTO. However, given that the repayment dates for these Convertible Loan Notes have passed, the holders of the convertible loan notes may call upon cash payments should there be no RTO.
Given the RTO has lapsed, the Directors have ascertained that the due dates of repayment of the Convertible Loan Notes of
£385,000 are passed due and so they could be called-in to be paid in cash in the next 12 months. Whilst the Directors intend
to seek to negotiate a further extension and variation to the terms of the Convertible Loan Notes, the Directors are also confident that should the convertible loan notes, in part or in full, require repayment, then they would be able to raise sufficient
funds to be able to make such repayments whilst still funding the Company's forecasted expenditure.
On 5 May 2025, the Company received a £20,000 unsecured convertible loan note from the Chairman, Jonathan Morley-Kirk. The loan bears no interest during its initial 12-month term, with a default interest rate of 2% per month thereafter. This amount remains outstanding as at 31 March 2026.
On 19 August 2025, the Company entered into a funding agreement with Philip Reid ("Investor") pursuant to which the Company raised £107,574 through the issuance of a convertible loan note callable by the Company to settle agreed liabilities. The note has a 12-month term and bears interest at 0%, with a default interest rate of 2% per month thereafter. The note is convertible at the election of the Investor, subject to regulatory approval, and includes one-for-one warrants exercisable over a four-year period. As at 31 March 2026, the outstanding balance is £87,574.
The Company is currently working with the Investor to identify a target company or business which the Company could acquire in conjunction with seeking admission to the Equity Shares Commercial Company ("ESCC") category of the Official List. The Company is also working with the Investor to secure additional funding to meet part of the costs of any Initial Transaction. Whilst there can be no guarantee, the Directors are reasonably confident that a new transaction will be identified. Therefore, given that the RTO has lapsed, the need to identify a new transaction along with additional funding and to renegotiate with the terms of Convertible Loan Notes and the Riverfort debt, the Directors acknowledge that a material uncertainty relating to going concern exists.
The accounts have therefore been prepared on a going concern basis.
Principal Risks and Uncertainties
The principal business risks that have been identified are as below.
Transaction Risk
There is no guarantee that a potential transaction will be identified, or if once identified, it will result in RTO. Even if a transaction is successful, there is no guarantee that the Directors will be successful in managing the new business and derive the value that is hoped. Should a transaction not be completed, then the Directors will need to invest further time and resources in identifying another suitable Target Company and raise further funds.
Funding Risk
The Company is a Shell Company and therefore is not generating any revenue and is reliant on periodically raising finance to fund its expenditure. There can be no guarantees that additional capital will be available when required. The Company raised additional funding of £127,574 during the year through convertible loan agreements with the Chairman, Jonathan Morley-Kirk, and a new investor, Philip Reid, in addition to the £385,000 previously obtained through convertible loan notes in prior years. Further capital may be required prior to achieving RTO and there is no guarantee that further capital will be available when required or that further capital will be available to fund an enlarged group after the completion of a transaction. The Directors have taken steps to conserve the Company's cash resources by irrevocably waiving their entitlement to remuneration until there is a successful RTO.
Key Personnel Risk
The Company is dependent on the experience and abilities of its Directors. Whilst the Company does not expect any of the Directors to leave the Company, if such individuals were to leave the Company, and the Company was unable to attract suitable experienced personnel, it could have a negative impact on the future prospects of the Company. The Directors are confident that in the event a Director leaves the Company a suitable replacement could be quickly identified.
Corporate Governance
The Company is registered in Jersey. There is no applicable regime of corporate governance to which the Directors of a Jersey Company must adhere over and above the general fiduciary duties and duties of care, skill and diligence imposed on such Directors under Jersey law. The Directors have responsibility for the overall corporate governance of the Company and recognise the need for appropriate standards of behaviour and accountability.
The Directors are committed to the principles underlying best practice in corporate governance and have regard to certain principles outlined in the UK Corporate Governance Code to the extent they are considered appropriate for the Company given its size, early stage of operations and complexities. The Directors will reassess the Company's corporate governance framework upon the successful completion of RTO.
Internal Control
The Directors acknowledge they are responsible for the Company's system of internal control and for reviewing the effectiveness of these systems. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of the Company failing to achieve its strategic objectives. It should be recognised that such systems can only provide reasonable and not absolute assurance against material misstatement or loss.
The Company has well established procedures which are considered adequate given the size of the business. The Company is at an early stage in its development and Directors and senior management are directly involved in approving all significant investment and expenditure decisions.
Audit Committee
The Company has established an Audit Committee with delegated duties and responsibilities. The Audit Committee is responsible, amongst other things, for making recommendations to the Board on the appointment of auditors and the audit fee, monitoring and reviewing the integrity of the Company's accounts and any formal announcements on the Company's financial performance as well as reports from the Company's auditors on those accounts. The Audit Committee consists of Jonathan Morley-Kirk and Simon Grant-Rennick. The Board considers the current composition appropriate for the Company's present size and stage of development, but will expand the Committee to include additional independent non-executive representation upon the appointment of a further Non-Executive Director.
Events after the Reporting Period
Refer to Note 18 to the audited financial statements.
Company Directors (served during the year)
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Position |
Appointment Date |
Audit Committee |
Remuneration Committee |
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Simon Grant-Rennick |
Executive Director |
19 January 2026 |
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Aidan Bishop* |
Executive Director |
16 April 2016 |
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Jonathan Morley-Kirk |
Non-executive Chairman |
16 April 2016 |
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Celia Li** |
Non-Executive Director |
17 March 2023 |
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Sam Reid |
Non-Executive Director |
30 September 2025 |
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*Resigned 19 January 2026
**Resigned 30 July 2025
Role of the Board
The Board sets the Company's strategy, ensuring that the necessary resources are in place to achieve the agreed strategic priorities, and reviews management and financial performance. It is accountable to shareholders for the creation and delivery of strong, sustainable financial performance and monitoring the Company's affairs within a framework of controls which enable risk to be assessed and managed effectively. The Board also has responsibility for setting the Company's core values and standards of business conduct and for ensuring that these, together with the Company's obligations to its stakeholders, are widely understood throughout the Company.
Directors Remuneration
The remuneration of the Executive Director is fixed by the Remuneration Committee, which comprises of the Non-executive Directors. The Remuneration Committee is responsible for reviewing and determining the Company policy on executive remuneration and the allocation of long-term incentives to executives and employees. The remuneration of Non-executive Directors is determined by the Board. In setting remuneration levels, the Company seeks to provide an appropriate reward for the skill and time commitment required in order to retain the right calibre of Directors at an appropriate cost to the Company.
The Directors did not receive any remuneration in the form of share-based payments, post-employment benefits, termination benefits or other long-term benefits in the year ended 31 March 2026 (31 March 2025: nil). The Directors have agreed to waive any remuneration due for the period.
Share Capital
At 31 March 2026, the issued share capital of the Company stood at £466,920,137 (31 March 2025: £466,920,137).
Substantial Shareholders
At 31 March 2026, and to the date of this report, the following had notified the Company of disclosable interests in 5% or more
of the nominal value of the Company's shares.
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Number |
% |
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Hargreaves Lansdown (Nominees) Limited |
41,995,531 |
8.99% |
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Hsbc Client Holdings Nominee (Uk) Limited |
40,387,774 |
8.65% |
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W S (Nominees) Limited |
40,003,939 |
8.57% |
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Hargreaves Lansdown (Nominees) Limited |
39,582,354 |
8.48% |
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Hsdl Nominees Limited |
33,570,213 |
7.19% |
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Fiske Nominees Limited |
29,592,082 |
6.34% |
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Hargreaves Lansdown (Nominees) Limited |
26,591,365 |
5.70% |
Employees
The Company has a policy of equal opportunities throughout the organisation and is proud of its culture of diversity and tolerance.
Disclosure of Information to Auditor
So far as the Directors are aware, there is no relevant audit information of which the Company's auditor is unaware; and each Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
The Directors confirm to the best of their knowledge that:
● the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;
● the strategic report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that they face; and
● the annual report and accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
Auditor Appointment
The Company's auditor, PKF Littlejohn LLP, was initially appointed on 23 March 2020. It is proposed by the Board that they be reappointed as auditors at the forthcoming AGM. The auditors have expressed their willingness to continue in office.
Statement of Directors Responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable laws and regulations.
Companies (Jersey) Law 1991 requires the Directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the financial statements in accordance with the UK-adopted International Accounting Standards ("UK-adopted IAS").
International Accounting Standard 1 requires that financial statements present fairly for each financial year the Company's financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board's 'Framework for the preparation and presentation of financial statements. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable International Financial Reporting Standards. However, directors are also required to:
● properly select and apply accounting policies;
● present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
● make judgements and accounting estimates that are reasonable and prudent;
● provide additional disclosures when compliance with specific requirements in UK-adopted IAS in insufficient enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance;
● state that the Company has complied with UK-adopted IAS, subject to any material departures disclosed and explained in the accounts; and
● prepare the accounts on the going concern basis unless it is appropriate to presume that the Company will continue business.
The Directors are also required to prepare accounts in accordance with the rules of the London Stock Exchange for companies trading securities on the Stock Exchange.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the Company, for taking reasonable steps for the prevention and detection of fraud and other irregularities and for the preparation of accounts. The Directors are committed to ensure effective anti-corruption and anti-bribery policies are observed.
Financial information is published on the Company's website. The maintenance and integrity of this website is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may occur to the accounts after they are initially presented on the website.
Legislation in Jersey governing the preparation and dissemination of accounts may differ from legislation in other jurisdictions.
Directors' Responsibility Statement
The Directors confirm to the best of their knowledge:
● The Company's accounts have been prepared in accordance with UK-adopted IAS and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company.
● The annual report includes a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that they face.
This Directors' Report was approved by the Board of Directors on 31 July 2026 and is signed on its behalf.
By Order of the Board
Jonathan Morley-Kirk
Chairman
31 July 2026
STRATEGIC REPORT
The potential transaction with Healthcare Medical Plus Pte Ltd lapsed on 31July 2025 due to reaching the end of the Transition Period and that the market capitalisation upon RTO would not have been £30 million which was not previously required during the Transition Period.
Following the lapse of the transaction, new funding was secured via a Convertible Loan Note, and the FCA lifted the suspension of the listing on 13 October 2025. Furthermore, the Board has undergone a number of changes with new members being appointed. The Directors have continued to seek to identify a suitable transaction with the potential to result in a successful RTO.
The Directors consider the Company to be a cash shell Company under the Listing Rules 5.6.5A R.
Key Performance Indicators
The Directors consider the key KPI to be identifying a suitable transaction that will result in an RTO.
Simon Grant-Rennick
Executive Director
31 July 2026
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AMALA FOODS PLC
Adverse opinion
We have audited the financial statements of Amala Foods PLC (the 'Company') for the year ended 31 March 2026, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Cashflow Statement and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards.
In our opinion, because of the significance of the matter described in the Basis for adverse opinion section of our report, the financial statements:
· do not give a true and fair view of the state of the Company's affairs as at 31 March 2026, and of its loss for the year then ended;
· have not been properly prepared in accordance with UK-adopted international accounting standards; and
· have not been properly prepared in accordance with Companies (Jersey) Law of 1991.
Basis for adverse opinion
As explained in note 2.3 to the financial statements, the financial statements have been prepared on a going concern basis. However, in our judgment, the use of the going concern basis of accounting is inappropriate. The Company incurred a net loss of £204,729 and is in a net current liability position of £1,608,607 at 31 March 2026. The directors have acknowledged that the repayment dates for the Convertible Loan Notes (CLNs) of £385,000 raised in 2023 and the Riverfort loans of £707,569 are now past the due date and could be called-on by the holders at any time. The directors have ascertained that further finance will need to be raised should the CLNs and the Riverfort loans be required to be repaid in cash within the next 12 months. The funding that has been availed is not sufficient to pay part of the overdue debts and might force the Company into liquidation or administration. Accordingly, the financial statements should have been prepared on a basis other than going concern. This represents a material and pervasive misstatement in the financial statements.
This situation indicates that the going concern basis of accounting is inappropriate. Although all assets and liabilities are classified as current, the financial statements do not appropriately disclose the fact that the going concern basis of accounting is inappropriate and have been prepared on the going concern basis, rather than a basis other than going concern.
In addition, as disclosed in Note 12 to the financial statements, on 19 August 2025 the Company entered into a funding arrangement with Philip Reid comprising a Convertible Loan Note (CLN) of up to £107,574 and an additional CLN with Jonathan Morley-Kirk for £20,000. The CLN's had a 12-month term and was convertible at the option of the lender into ordinary shares.
The Company has recognised borrowings of £101,536 at 31 March 2026 in relation to these arrangements. However, management has not obtained an independent valuation of the conversion feature or the associated warrants, or determined the appropriate measurement and recognition of the associated derivative financial liabilities in accordance with UK-adopted international accounting standards.
Consequently, we were unable to obtain sufficient appropriate audit evidence regarding:
· the carrying value of the borrowing recognised at 31 March 2026;
· whether a portion of the amount recognised within borrowings should have been separately recognised as a derivative financial liability on initial recognition;
· the value of any derivative financial liability associated with the conversion feature;
· the value of any derivative financial liability associated with the warrant instruments;
· the impact of any subsequent fair value remeasurements on finance costs, fair value gains or losses and the loss for the year;
· the impact on net liabilities and total equity at 31 March 2026; and
· the sufficiency and adequacy of the related disclosures within the financial statements.
Had the conversion feature and warrants been assessed and valued using an appropriate valuation methodology, the amount recognised within borrowings may have differed, separate derivative financial liabilities may have required recognition, and additional fair value gains or losses may have been recognised within the Statement of Comprehensive Income.
Given no third-party valuation has been obtained, and due to the significant variability in the assumptions and inputs that may be utilised within an appropriate valuation methodology, we are unable to determine the adjustments that may be required and it is not currently possible to quantify the effect of this matter.
In addition, were any adjustments to these amounts to be required, the strategic report and the directors' report would also need to be amended.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse opinion.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures.
Materiality for the financial statements as a whole was set at £10,300 (2025: £10,000) based upon 5% (2025: 5%) of net loss. Materiality was set based on the net loss due to the limited value of assets, number of transactions during the year and the focus of the key stakeholders on the Company's ability to remain a going concern.
The performance materiality was set at £7,720 (2025: £7,000), which represents 75% (2025: 70%) of the materiality for the financial statements as a whole, and the triviality threshold was set at £515 (2025: £500). These thresholds have been determined based on our accumulated knowledge of the Company and the assessed risk.
We also agreed to report to the Audit Committee differences below the triviality threshold that we believe warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular we looked at areas involving significant accounting estimates and judgements by the directors and considered future events that are inherently uncertain, such as the carrying value of loan receivables. We also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
Key audit matters
Except for the matters described in the Basis for adverse opinion section, we have determined that there are no other key audit matters to communicate in our report.
Other information
The other information comprises the information included in the Annual Financial Report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Annual Financial Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
As described in the Basis for adverse opinion section of our report, the going concern basis of accounting is inappropriate and the classification and resulting accounting for the newly-issued convertible loan note is inappropriate. We have concluded that other information may be materially misstated for the same reason that it does not appropriately disclose the fact that the going concern basis of accounting is inappropriate. It may also be materially misstated with respects to the amounts affected by the inappropriate classification and accounting for the newly issued convertible loan note.
Matters on which we are required to report by exception
As a result of the matters described in the Basis for adverse opinion section of our report, in the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have identified a material misstatement in the strategic report and the directors' report with regards to the inappropriate use of the going concern assumption in preparation of financial statements, and it may also be materially misstated with respect to amounts affected by the accounting treatment of the noted issuance of the convertible loan note during the year.
We have nothing to report in respect of the following matters in relation to which the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:
● proper accounting records have not been kept, or proper returns adequate for our audit have not been received from branches not visited by us; or
● the financial statements are not in agreement with the accounting records and returns; or
● we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
· We obtained an understanding of the Company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussion with management, independent research of the Companies (Jersey) Law 1991 and our accumulated knowledge and experience of the industry.
· We determined the principal laws and regulations relevant to the Company in this regard to be those arising from the Listing Rules and Disclosure Guidance and Transparency Rules, and the Companies (Jersey) Law 1991.
· We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the Company with those laws and regulations. These procedures included, but were not limited to:
- Discussing with management regarding compliance with laws and regulations by the Company;
- Reviewing board minutes; and
- Reviewing Regulatory News Services announcements made.
· As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with our engagement letter dated 30 June 2026. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Andrew Simpson (Engagement Partner) 30 Churchill Place
For and on behalf of PKF Littlejohn LLP London
Recognised Auditor E14 5RE
31 July 2026
STATEMENT OF COMPREHENSIVE INCOME
For the years ended 31 March 2026 and 31 March 2025
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Note |
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31 Mar 2026 |
31 Mar 2025 |
|
|
|
|
|
|
|
Administrative expense |
|
|
(100,577) |
(108,115) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(100,577) |
(108,115) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs |
8, 12 |
|
(104,152) |
(92,400) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before taxation |
|
|
(204,729) |
(200,515) |
|
|
|
|
|
|
|
Income tax expense |
9 |
|
- |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and total comprehensive loss for the year attributable to the owners of the Company |
|
|
(204,729) |
(200,515) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share: |
|
|
|
|
|
Basic and diluted loss per share |
16 |
|
(0.0004) |
(0.0004) |
|
|
|
|
|
|
The accompanying accounting policies and notes on pages 18 to 29 form an integral part of these accounts.
STATEMENT OF FINANCIAL POSITION
At 31 March 2026
|
|
Note |
|
31 Mar 2026 |
31 Mar 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
10 |
|
- |
3,392 |
|
Other receivables |
11 |
|
2,933 |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,933 |
3,392 |
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
13 |
|
(417,435) |
(332,491) |
|
Borrowings |
12 |
|
(1,194,105) |
(1,092,569) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,611,540) |
(1,425,060) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net liabilities |
|
|
(1,608,607) |
(1,421,668) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
|
|
|
|
|
Issued share capital |
16 |
|
6,568,640 |
6,568,640 |
|
Other reserves |
15 |
|
317,805 |
300,015 |
|
Accumulated losses |
|
|
(8,495,052) |
(8,290,323) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deficit |
|
|
(1,608,607) |
(1,421,668) |
|
|
|
|
|
|
The accompanying accounting policies and notes on pages 18 to 29 form an integral part of these accounts.
These accounts were approved and signed by the Chairman.
Jonathan Morley-Kirk
Chairman
31 July 2026
STATEMENT OF CHANGES IN EQUITY
For the years ended 31 March 2026 and 31 March 2025
|
|
|
|
Share |
Other reserves £ |
Accumulated losses |
Total |
|
At 1 April 2024 |
|
|
6,568,640 |
279,945 |
(8,089,808) |
(1,241,223) |
|
Loss for the year |
|
|
- |
- |
(200,515) |
(200,515) |
|
Total comprehensive loss for the year |
|
|
- |
- |
(200,515) |
(200,515) |
|
Extinguishment of liability with a shareholder |
|
|
- |
20,070 |
- |
20,070 |
|
Total |
|
|
- |
20,070 |
- |
20,070 |
|
At 31 March 2025 |
|
|
6,568,640 |
300,015 |
(8,290,323) |
(1,421,668) |
|
Loss for the year |
|
|
- |
- |
(204,729) |
(204,729) |
|
Total comprehensive loss for the year |
|
|
- |
- |
(204,729) |
(204,729) |
|
Capital contribution on shareholder loans |
|
|
- |
17,790 |
- |
17,790 |
|
Total |
|
|
- |
17,790 |
- |
17,790 |
|
At 31 March 2026 |
|
|
6,568,640 |
317,805 |
(8,495,052) |
(1,608,607) |
The accompanying accounting policies and notes on pages 18 to 29 form an integral part of these accounts.
CASH FLOW STATEMENT
For the years ended 31 March 2026 and 31 March 2025
|
|
Note |
|
31 Mar 2026 |
31 Mar 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
Loss before tax for the year |
|
|
(204,729) |
(200,515) |
|
Adjustments for: |
|
|
|
|
|
Movement in other receivables |
|
|
(2,933) |
- |
|
Movement in trade and other payables |
|
|
78,906 |
105,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(128,756) |
(95,402) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from convertible loans |
|
|
145,364 |
- |
|
Payment of convertible loans |
|
|
(20,000) |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
125,364 |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalent |
|
|
(3,392) |
(95,402) |
|
|
|
|
|
|
|
Cash and cash equivalent at start of year |
|
|
3,392 |
98,794 |
|
Cash and cash equivalent at end of year |
10 |
|
- |
3,392 |
|
|
|
|
|
|
There were no significant non-cash transactions during the period ended 31 March 2026. However, in March 2025, a capital contribution reserve was used to settle a liability of £20,070 owed to Roger Matthews for unpaid secretarial fees over several years.
The accompanying accounting policies and notes on pages 18 to 29 form an integral part of these accounts.
NOTES TO THE ACCOUNTS
For the years ended 31 March 2026 and 31 March 2025
1. GENERAL INFORMATION
Amala Foods Plc (the "Company") is a public Company limited by shares. It was incorporated on 11 April 2016 and is registered (registered number 121041) and domiciled in Jersey. The Company's ordinary shares are listed on the main market of the London Stock Exchange (reference DISH).
2. BASIS OF PREPARATION AND ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS
The financial statements of the Company have been prepared in accordance with UK-adopted international accounting standards ("UK-Adopted IASs") and the requirements of the Companies (Jersey) Law 1991.
The financial statements have been prepared on a historical cost basis, except for certain financial instruments and share-based payments which are measured at amortised cost. or fair value, as appropriate.
The preparation of financial statements in accordance with International Financial Reporting Standards ("UK-Adopted IASs") requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a high degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 3.
The financial statements are prepared in sterling ("£"), which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £, except when otherwise indicated.
2.1 In issue and effective for years commencing on 01 April 2025
The International Accounting Standards Board issued various amendments and revisions to International Financial Reporting Standards ("IFRS") and International Financial Reporting Interpretations Committee ("IFRIC") interpretations. The amendments and revisions were applicable for the year ended 31 March 2026 but did not result in any material changes to the financial statements of the Company.
Of the other IFRS and IFRIC amendments, none are expected to have a material effect on the future Company's financial statements.
2.2 Standards in issue but not yet effective
At the date of approval of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not effective:
|
Standard |
Impact on initial application |
Effective date |
|
IFRS 9 and IFRS 7 |
Amendments to the Classification and Measurement of Financial Instruments |
1 January 2026 |
|
IFRS 9 and IFRS 7 |
Contracts Referencing Nature-dependent Electricity |
1 January 2026 |
|
IFRS 18 |
Presentation and Disclosure in Financial Statements |
1 January 2027 |
The Directors do not believe that the implementation of new standards, amended standards and interpretations issued but not yet effective and have not been adopted early will have a material impact once implemented in future periods.
2.3 Going concern
The Company has the following loans, which total £1,200,143 at 31 March 2026 (31 March 2025: £1,092,569):
|
|
|
|
31 Mar 2026 |
31 Mar 2025 |
|
|
|
|
|
|
|
Loans from other parties |
|
|
1,092,569 |
1,092,569 |
|
Loans from related parties |
|
|
101,536 |
- |
|
|
|
|
|
|
|
Balance at end of year |
|
|
1,194,105 |
1,092,569 |
The Company incurred a loss of £204,729 (31 March 2025: £200,515). At 31 March 2026, the cash held was nil (31 March 2025: £3,392) and the Company had current liabilities of £1,611,540 (31 March 2025: £1,425,060).
On 22 September 2023, the Company entered into an Amendment and Restatement of the Deed of Standstill with Riverfort Global Opportunities PCC Limited ('RiverFort') to reprofile outstanding debt to an amount of £707,569 (amended further after year ended 31 March 2024 to £707,719), that would convert to shares at the re-admission price upon a Reverse Takeover ('RTO') and that no interest will accrue and all existing warrants will be cancelled upon RTO (amended further after year ended 31 March 2024 to have all existing warrants cancelled with effect from 22 September 2023). The Company further extended the Amendment and Restatement of the Deed of Standstill on 31 March 2025.
On 8 October 2025, the Company entered into another amendment and restatement of the Deed of Standstill with RiverFort, restructuring the outstanding debt. Effective 1 January 2024, and conditional upon the Company's shares resuming trading ('Retrading') by 31 October 2025, the Company and RiverFort agreed to a Standstill Period. During this period, the Reprofiled Amount will accrue no further interest. The Standstill Period matures at the earliest of: the completion of an Initial Transaction (as defined in the UK Listing Rules), the re-suspension of trading after Retrading has occurred, or the first anniversary of the date of this Deed. On 13 October 2025, the Retrading of the Company's shares commenced.
The Company previously raised £385,000 in Convertible Loan Notes that would largely be used to fund a transaction leading to a RTO. These Convertible Loan Notes are automatically converted into shares upon RTO. However, given that the repayment dates for these Convertible Loan Notes have passed, the holders of the convertible loan notes may call upon cash payments should there be no RTO. As at 31 March 2026, the outstanding balance is £385,000.
Given the RTO has lapsed, the Directors have ascertained that the due dates of repayment of the Convertible Loan Notes of
£385,000 are passed due and so they could be called-in to be paid in cash in the next 12 months. Whilst the Directors intend
to seek to negotiate a further extension and variation to the terms of the Convertible Loan Notes, the Directors are also confident that should the convertible loan notes, in part or in full, require repayment, then they would be able to raise sufficient
funds to be able to make such repayments whilst still funding the Company's forecasted expenditure.
On 5 May 2025, the Company received a £20,000 unsecured convertible loan note from the Chairman, Jonathan Morley-Kirk. The loan bears no interest during its initial 12-month term, with a default interest rate of 2% per month thereafter. This amount remains outstanding as at 31 March 2026.
On 19 August 2025, the Company entered into a funding agreement with Philip Reid ("Investor") pursuant to which the Company raised £107,574 through the issuance of a convertible loan note callable by the Company to settle agreed liabilities. The note has a 12-month term and bears interest at 0%, with a default interest rate of 2% per month thereafter. The note is convertible at the election of the investor, subject to regulatory approval, and includes one-for-one warrants exercisable over a four-year period. As at 31 March 2026, the outstanding balance is £87,574.
The Company is currently working with the Investor to identify a target company or business which the Company could acquire in conjunction with seeking admission to the Equity Shares Commercial Company ("ESCC") category of the Official List. The Company is also working with the Investor to secure additional funding to meet part of the costs of any Initial Transaction. Whilst there can be no guarantee, the Directors are reasonably confident that a new transaction will be identified. Therefore, given that the RTO has lapsed, the need to identify a new transaction along with additional funding and to renegotiate with the terms of Convertible Loan Notes and the Riverfort debt, the Directors acknowledge that a material uncertainty relating to going concern exists.
The accounts have therefore been prepared on a going concern basis.
3. JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND SOURCES OF ESTIMATION UNCERTAINTY
Certain amounts included in the accounts involve the use of judgement and/or estimation. These are based on the management's best knowledge of the relevant facts and circumstances, having regard to prior experience. However, judgements and estimations regarding the future are a key source of uncertainty and actual results may differ from the amounts included in the accounts. Information about judgements and estimations is contained in the accounting policies and/or other notes to the accounts. The key areas are summarised below.
3.1 Post year-end settlement of convertible loan notes
The convertible loan notes issued prior to 31 March 2026 are now due for repayment in cash given that the RTO has lapsed. The Directors will need to negotiate a variation of terms to the convertible loan notes and will need to source additional funds in order to settle the convertible loan notes in cash.
4. ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to the years presented unless otherwise stated.
4.1 Income taxes
Current income tax liabilities comprise those obligations to fiscal authorities in the countries in which the Company carries out operations and where it generates its profits. They are calculated according to the tax rates and tax laws applicable to the financial period and the country to which they relate. All changes to current tax assets and liabilities are recognised as a component of the tax charge in the statement of comprehensive income.
Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amount of assets and liabilities in the consolidated accounts with their respective tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects taxes or accounting profit. Deferred tax liabilities are provided for in full.
Deferred tax assets are recognised when there is sufficient probability of utilisation. Deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet date. No deferred taxes were recognised since the Jersey Company has 0% tax rate.
4.2 Financial assets
Financial assets are classified as either financial assets at amortised cost, at fair value through other comprehensive income or at fair value through profit or loss ("FVPL") depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset.
A loss allowance for ECLs is determined for all financial assets, other than those at FVPL, at the end of each reporting period. The Company applies a simplified approach to measure the credit loss allowance for trade receivables using the lifetime ECLs provision.
The lifetime ECLs is evaluated for each trade receivable taking into account payment history, payments made subsequent to year end and prior to reporting, past default experience and the impact of any other relevant and current observable data. The Company applies a general approach on all other receivables classified as financial assets. The general approach recognises lifetime ECLs when there has been a significant increase in credit risk since initial recognition.
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
4.3 Financial liabilities
Financial liabilities include convertible loans and trade and other payables. In the statement of financial position, these items are included within current liabilities. Financial liabilities are recognised when the Company becomes a party to the contractual agreements giving rise to the liability. Interest-related charges are recognised as an expense in the statement of comprehensive income unless they meet the criteria of being attributable to the funding of construction of a qualifying asset, in which case the interest-related charges are capitalised.
Trade and other payables and convertible loans are recognised initially at their fair value and subsequently measured at amortised costs using the effective interest rate, less settlement payments. Convertible loans issued in the year are classified as a financial liability as there is a contractual obligation to pay cash that the issuer cannot avoid, the exceptions in IAS 32.16A-D, Financial Instruments: Presentation, are not met, and it is not a derivative.
The Company derecognises financial liabilities when the Company's obligations are discharged, cancelled or have expired.
4.4 Segmental reporting
An operating segment is a component of the Company engaged in revenue generation activity that is regularly reviewed by the Chief Operating Decision Maker ("CODM") for the purposes of allocating resources and assessing financial performance. The CODM is considered to be the Board of Directors.
The Company's operating segments are based on geographical location and determined solely as Jersey (refer to Note 5 of the audited financial statements).
4.5 Share capital and unissued share capital
Financial instruments issued by the Company are treated as equity only to the extent that they do not meet the definition of a financial liability. The Company's ordinary shares are classified as equity and have no par value. Costs directly associated with the issue of shares are charged to share capital.
Where the Company has a contractual right to issue a fixed number of shares to settle a fixed liability, it recognises unissued share capital pending the issue of shares.
4.6 Foreign currency translation
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation at reporting period end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the statement of comprehensive income.
The functional currency of the Company is £ in the reporting period as it is the currency which most affects each Company's revenue, costs and financing. The Company's presentation currency is the £.
4.7 Cash and cash equivalents
Cash and cash equivalents are defined as cash on hand, demand deposits and short-term highly liquid investments and are measured at cost which is deemed to be fair value as they have short-term maturities
4.8 Share-based payments and valuation of share options
The calculation of the fair value of equity-settled share-based awards requires assumptions to be made regarding future events and market conditions. These assumptions include the future volatility of the Company's share price. These assumptions are then applied to a recognised valuation model in order to calculate the fair value of the awards.
Where employees, Directors or advisers are rewarded using share-based payments, the fair value of the employees', Directors' or advisers' services are determined by reference to the fair value of the share options awarded. Their value is appraised at the date of grant and excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). In some instances, options issued in association with the issue of convertible loan notes also represent share-based payments and a share-based payment charge is calculated for these instruments.
In accordance with IFRS 2, Share-based Payment, a charge is made to the statement of comprehensive income for all share-based payments including share options based upon the fair value of the instrument used. A corresponding credit is made to other reserves, in the case of options awarded to employees, Directors, advisers and other consultants.
If service conditions or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Non-market vesting conditions are included in assumptions of the number of options that are expected to become exercisable and hence reflected in the share-based payment charge.
Estimates are subsequently revised, if there is any indication that the number of share options expected to vest differs from previous estimates. No adjustment is made to the expense or share issue cost recognised in prior periods if the number of share options ultimately vest differs from previous estimates.
Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, up to the nominal value of the shares issued, are allocated to share capital.
Where share options are cancelled, this is treated as an acceleration of the vesting period of the options. The amount that otherwise would have been recognised for services received over the remainder of the vesting period is recognised immediately within the statement of comprehensive income.
All goods and services received in exchange for the grant of any share-based payment are measured at their fair value.
4.9 Earnings per share
Basic earnings per share is calculated as profit or loss attributable to equity holders of the Company for the year, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares.
4.10 Convertible loan notes
The convertible loan notes can be converted to ordinary shares at the option of the holder when the number of shares to be issued is fixed and does not vary with changes in fair value.
The liability component of compound financial instruments is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.
Interest related to the financial liability is recognised in statement of comprehensive loss. On conversion at maturity, the financial liability is reclassified to equity, and no gain or loss is recognised.
There was no option to convert the convertible loan notes unless the RTO took place. Any modifications to the terms of the convertible loan notes are assessed to determine if the modification results in derecognition or if it is accounted for as a modification of the existing liability. If the convertible notes are not converted at or before maturity, they are settled in cash as per the terms of the agreement, resulting in the extinguishment of the liability.
Loans from shareholders which are interest‑free or bear interest at below‑market rates are initially recognised at fair value, determined by discounting the contractually expected cash flows at a market rate of interest for a comparable instrument. Where the lender is acting in its capacity as a shareholder, the difference between the amount advanced and the fair value at initial recognition represents a capital contribution and is credited directly to equity. The loan is subsequently measured at amortised cost using the effective interest method, with the unwinding of the discount recognised in profit or loss within finance costs.
5. SEGMENTAL REPORTING
The Company's operating segments are based on geographical location and determined solely as Jersey and given the nature of the Company and its operations during the year there is no segmental reporting to disclose other than the information already disclosed within the primary statements.
6. LOSS FOR THE YEAR BEFORE TAX
|
|
|
|
31 Mar 2026 |
31 Mar 2025 |
|
|
|
|
|
|
|
Loss before taxation has been arrived at after charging: |
|
|
|
|
|
|
|
|
|
|
|
Auditor's remuneration |
|
|
38,500 |
37,400 |
|
|
|
|
|
|
7. REMUNERATION
7.1 Remuneration of management personnel and employees
In accordance with IAS 24, Related party transactions, all executive and Non-executive Directors, who are the Company's key management personnel, are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Details of Directors' remuneration is outlined in the report of the Directors.
The Directors have agreed to waive the right to receive or accrue any and all outstanding remuneration or any unissued equity prior to the completion of a successful RTO. There are no directors' emoluments for the years ended 31 March 2026 and 31 March 2025.
7.2 Average number of employees
The average number of employees during the year was made up as follows:
|
|
31 Mar 2026 |
31 Mar 2025 |
|
|
|
|
|
Directors |
3 |
3 |
|
|
|
|
|
Average employees during the year |
3 |
3 |
8. FINANCE COSTS
Finance costs recognised during the year comprise interest incurred on the Company's convertible loan notes and the unwinding of the discount on shareholder loans accounted for at amortised cost using the effective interest method.
|
|
31 Mar 2026 £ |
31 Mar 2025 £ |
|
|
|
|
|
Loan note interest (Note 12.1) |
92,400 |
92,400 |
|
Unwinding of discount on shareholder loans (Note 12.2) |
11,752 |
- |
|
|
|
|
|
Total finance costs |
104,152 |
92,400 |
Loan note interest represents interest accrued on the Company's convertible loan notes issued to third parties in accordance with the contractual terms of the loan agreements.
The unwinding of the discount on shareholder loans represents the finance cost recognised under the effective interest method following the initial recognition of shareholder loans from related parties at fair value. The difference between the proceeds received and the initial fair value of the loans was recognised within the capital contribution reserve on initial recognition. The resulting discount is subsequently unwound over the expected term of the loans and recognised as a finance cost using the effective interest method.
9. TAXATION
The Company is taxed at the standard rate of income tax for Jersey companies which is 0% (2025: 0%). Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. There were no current and deferred tax charges for the years ended 31 March 2026 and 31 March 2025.
The tax charge for the year can be reconciled to the loss per the statement of comprehensive income as follows:
|
|
31 Mar 2026 £ |
31 Mar 2025 £ |
|
|
|
|
|
Loss before taxation |
(204,729) |
(200,515) |
|
Jersey Corporation Tax at 0% |
- |
- |
|
|
|
|
|
Total tax charge* |
- |
- |
*No deferred tax asset has been recognised as Jersey having a 0% corporation tax, which means there are no unutilised tax losses.
10. CASH AND CASH EQUIVALENTS
|
|
|
|
31 Mar 2026 |
31 Mar 2025 |
|
|
|
|
|
|
|
Cash at bank |
|
|
- |
3,392 |
|
|
|
|
|
|
|
Balance at end of year |
|
|
- |
3,392 |
Cash at bank is only held at a reputable bank with a credit rating of BBB+.
The Company's sole operating bank account was closed on 3 February 2026. Accordingly, the balance of cash and cash equivalents is reported as nil as at 31 March 2026.
The remaining funds held in the bank account upon closure were transferred to the Chairman, Jonathan Morley-Kirk, to be applied towards the settlement of the Company's outstanding liabilities. Accordingly, the balance is presented as an amount due from a Director within Other receivables (Note 11).
11. OTHER RECEIVABLES
|
|
|
|
31 Mar 2026 |
31 Mar 2025 |
|
|
|
|
|
|
|
Amount due from a Director |
|
|
2,933 |
- |
|
|
|
|
|
|
|
Balance at end of year |
|
|
2,933 |
- |
The amount due from a director represents the remaining funds from the closure of the Company's bank account. These funds are currently held on behalf of the Company by the Chairman, Jonathan Morley-Kirk, and are intended to be used for the settlement of the Company's outstanding obligations (Note 17).
12. BORROWINGS
|
|
|
|
31 Mar 2026 |
31 Mar 2025 |
|
|
|
|
|
|
|
Loans from other parties |
|
|
1,092,569 |
1,092,569 |
|
Loans from related parties |
|
|
101,536 |
- |
|
|
|
|
|
|
|
Balance at end of year |
|
|
1,194,105 |
1,092,569 |
12.1 Loans from other parties
The Company previously raised £385,000 in Convertible Loan Notes that would largely be used to fund a transaction leading to a RTO. These Convertible Loan Notes are automatically converted into shares upon RTO. However, given that the repayment dates for these Convertible Loan Notes have passed, the holders of the convertible loan notes may call upon cash payments should there be no RTO. As at 31 March 2026, the outstanding balance is £385,000 (31 March 2025: £385,000).
Given the RTO has lapsed, the Directors have ascertained that the due dates of repayment of the Convertible Loan Notes of
£385,000 are passed due and so they could be called-in to be paid in cash in the next 12 months. Whilst the Directors intend
to seek to negotiate a further extension and variation to the terms of the Convertible Loan Notes, the Directors are also confident that should the convertible loan notes, in part or in full, require repayment, then they would be able to raise sufficient
funds to be able to make such repayments whilst still funding the Company's forecasted expenditure.
Included in the borrowings is £707,569 (31 March 2025: £707,569) relating to short-term loan with RiverFort to be used for working capital purposes with an interest rate of 7.5%. The repayment terms were renegotiated on 22 September 2023 to reprofile the outstanding debt on the basis that no interest will be accrued until the earlier of a successful RTO or the termination of a proposed takeover or the date falling 6 months from the date of the agreement. Upon a successful takeover, the debt would reduce to £690,000. However, following the lapse of the 6 months of the renegotiated terms on 23 March 2024, no successful RTO had taken place at the balance sheet date. Consequently, the repayment terms were further renegotiated on 16 June 2024, to reprofile the outstanding debt to further freeze the accrual of interest effective 23 September 2023 until a successful RTO at which time the debt will be reduced to £610,000. All existing warrants granted pursuant to the facility agreement were cancelled with effect from 22 September 2023. Given the RTO lapsed after the period, the loan is now due and payable.
On 31 March 2025, an amendment and restatement of the deed of standstill was executed. The repayment terms were renegotiated to reprofile the outstanding debt effective 1 January 2025, on the basis that the amount will continue to accrue no further interest until the earlier of completion of the proposed RTO, the termination of the proposed RTO, or 30 September 2025. Given the RTO lapsed on 29 July 2025, the loan is now due and payable.
On 8 October 2025, the Company entered into another amendment and restatement of the Deed of Standstill with RiverFort, restructuring the outstanding debt. Effective 1 January 2024, and conditional upon the Company's shares Retrading by 31 October 2025, the Company and RiverFort agreed to a Standstill Period. During this period, the reprofiled amount will accrue no further interest. The Standstill Period matures at the earliest of: the completion of an Initial Transaction (as defined in the UK Listing Rules), the re-suspension of trading after Retrading has occurred, or the first anniversary of the date of this Deed. On 13 October 2025, the Retrading of the Company's shares commenced.
12.2 Loans from related parties
On 5 May 2025, the Company received a £20,000 unsecured convertible loan note from the Chairman, Jonathan Morley-Kirk. The loan bears no interest during its initial 12-month term, with a default interest rate of 2% per month thereafter. This amount remains outstanding as at 31 March 2026.
On 19 August 2025, the Company executed a funding agreement with Philip Reid for a convertible loan note of up to £107,574, callable by the Company to settle agreed liabilities. This note carries a 12-month term at 0% interest (with a 2% monthly default rate thereafter), convertible at the investor's election subject to regulatory approval, and includes one-for-one, four-year warrants. The agreement further provides the investor with a 90-day exclusivity period to negotiate an RTO and the right to nominate a Non-Executive Director following initial funding, while also including a clause that allows the investor to demand immediate repayment with a 20% penalty interest should shareholders obstruct the proposed RTO. As at 31 March 2026, the outstanding balance is £87,574.
The reconciliation below summarises the initial recognition and subsequent measurement of the related party loans:
|
|
|
|
31 Mar 2026 |
31 Mar 2025 |
|
|
|
|
|
|
|
Nominal amount advanced |
|
|
107,574 |
- |
|
Capital contribution recognised in equity |
|
|
(17,790) |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value at initial recognition |
|
|
89,784 |
- |
|
Unwinding of discount charged to finance costs |
|
|
11,752 |
- |
|
|
|
|
|
|
|
Balance at end of year |
|
|
101,536 |
- |
The loans are unsecured, interest-free during their initial contractual term and are repayable in accordance with the respective loan agreements. The fair value at initial recognition was determined by discounting the contractual cash flows using a market rate of 20.04%, representing management's estimate of the rate the Company would have obtained for a comparable unsecured borrowing with a similar term and credit profile. The loans are classified as a Level 3 fair value measurement.
Total finance costs amounted to £104,152 for the year ended 31 March 2026 (31 March 2025: £92,400), comprising contractual interest on the convertible loan notes of £92,400 (31 March 2025: £92,400) and the unwinding of the discount on shareholder loans of £11,752 (31 March 2025: £nil) (Note 8).
13. TRADE AND OTHER PAYABLES
|
|
|
|
31 Mar 2026 |
31 Mar 2025 |
|
|
|
|
|
|
|
Trade payables |
|
|
104,031 |
113,781 |
|
Amount due to a Director |
|
|
794 |
- |
|
Accruals |
|
|
312,610 |
218,710 |
|
|
|
|
|
|
|
Balance at end of year |
|
|
417,435 |
332,491 |
Trade payables pertain to non-interest-bearing liabilities arising from the purchases of services from third-party suppliers.
The amount due to a director represents advances from Simon Grant-Rennick to fund corporate operating expenses subsequent to the closure of the Company's bank account (Note 17). No interest is charged in the trade payables or the amount due to a director.
Accrued expenses consist mainly of accrual for audit fees which are normally settled within the year and the accrual for interest on Convertible Loan Notes.
14. FINANCIAL RISK MANAGEMENT OBJECTIVES, POLICIES AND PROCEDURES
The Company's Corporate Treasury function provides services to the business, coordinates access to domestic financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk, including liquidity risk, interest rate risk, foreign currency risk and credit risk.
14.1 Financial assets at amortised cost
|
|
|
|
31 Mar 2026 |
31 Mar 2025 |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
- |
3,392 |
|
Other receivables |
|
|
2,933 |
|
|
|
|
|
|
|
|
Balance at end of year |
|
|
2,933 |
3,392 |
14.2 Financial liabilities at amortised cost
|
|
|
|
31 Mar 2026 |
31 Mar 2025 |
|
|
|
|
|
|
|
Trade and other payables |
|
|
417,435 |
332,491 |
|
Borrowings |
|
|
1,194,105 |
1,092,569 |
|
|
|
|
|
|
|
Balance at end of year |
|
|
1,611,540 |
1,425,060 |
14.3 Liquidity risk
|
31 March 2026 Financial liabilities: |
|
Less than 1 year £ |
Between 1 and 2 years £ |
Total contractual cash flows £ |
Carrying amount £ |
|
|
|
|
|
|
|
|
Trade and other payables |
|
417,435 |
- |
417,435 |
417,435 |
|
Borrowings |
|
1,194,105 |
- |
1,194,105 |
1,194,105 |
|
|
|
|
|
|
|
|
Balance at end of year |
|
1,611,540 |
- |
1,611,540 |
1,611,540 |
|
31 March 2025 Financial liabilities: |
|
Less than 1 year £ |
Between 1 and 2 years £ |
Total contractual cash flows £ |
Carrying amount £ |
|
|
|
|
|
|
|
|
Trade and other payables |
|
332,491 |
- |
332,491 |
332,491 |
|
Borrowings |
|
1,092,569 |
- |
1,092,569 |
1,092,569 |
|
|
|
|
|
|
|
|
Balance at end of year |
|
1,425,060 |
- |
1,425,060 |
1,425,060 |
The Company monitors constantly the cash outflows from day-to-day business and monitors long-term liabilities to ensure that liquidity is maintained.
14.4 Interest rate risk
At the balance date, the Company does not have any long-term variable rate borrowings. The Directors do not consider the impact of possible interest rate changes based on current market conditions to be material to the net result for the year or the equity position at the years ended 31 March 2026 or 31 March 2025.
14.5 Foreign currency risk
The Company is infrequently exposed to transaction foreign exchange risk due to transactions not being denominated in the same currency. This is managed, where possible and material, by the Company retaining monies received in base currencies in order to pay for expected liabilities in that base currency. The Company currently has no currency hedging in place.
The Directors do not consider the impact of possible foreign exchange fluctuations to be material to the net result for the year or the equity position at the year-end for either the year ended 31 March 2026, or the year ended 31 March 2025.
14.6 Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company. In order to minimise this risk, the Company endeavours only to deal with companies which are demonstrably creditworthy and this, together with the aggregate financial exposure, is continuously monitored. The maximum exposure to credit risk is the value of the outstanding amounts as follows:
|
|
|
|
31 Mar 2026 |
31 Mar 2025 |
|
|
|
|
|
|
|
Cash at bank |
|
|
- |
3,392 |
|
Other receivables |
|
|
2,933 |
|
|
|
|
|
|
|
|
|
|
|
2,933 |
3,392 |
Credit risk on cash at bank is considered to be acceptable as the counterparties are substantial banks with high credit ratings.
Credit risk on other receivables is considered to be acceptable as the balance is due from the Chairman and management expects the outstanding amount to be fully recoverable.
The Company has assessed the ECLs is nil for both years ended 31 March 2026 and 31 March 2025, respectively.
The Company may consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
15. CAPITAL MANAGEMENT
For the purposes of the Company's capital management, capital includes called-up share capital, share-based payments for options, share-based payments for warrants and equity reserves attributable to the equity holders of the Company as reflected in the statement of financial position.
The Company's capital management objectives are to ensure that the Company's ability to continue as a going concern, and to provide an adequate return to shareholders.
The Company manages the capital structure through a process of constant review and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares, adjust dividends paid to shareholders, return capital to shareholders, or seek additional debt finance.
The nature of the Company's equity reserves are:
● Reserves - including shares to be issued reserves and capital contribution reserves related to the value of equity that investors have secured as part of their funding provided to the Company and that management has agreed to issue for settlement of remuneration;
● Share capital - represents the nominal value of shares issued;
● Unissued share capital - reflects the value of equity that management has agreed to issue for settlement of remuneration, liabilities and funding provided; and
● Accumulated losses - comprise the Company's cumulative accounting profits and losses since inception.
15.1 Reserves
|
|
31 Mar 2026 £ |
31 Mar 2025 £ |
|
|
|
|
|
Shares to be issued reserve |
279,945 |
279,945 |
|
Capital contribution reserve |
37,860 |
20,070 |
|
|
|
|
|
Balance at end of year |
317,805 |
300,015 |
The capital contribution reserve comprises capital contributions recognised directly in equity arising from transactions with shareholders. This includes the excess of the amount advanced under the related party convertible loan notes over their fair value at initial recognition (Note 12.2), representing contributions by the lenders acting in their capacity as shareholders, together with amounts previously recognised on the extinguishment of the Company's debt with Matthew Rogers. The reserve is non-distributable and is not subsequently remeasured.
16. SHARE CAPITAL
16.1 Share capital
|
|
|
31 Mar 2026 |
31 Mar 2025 |
|
|
|
|
|
Shares* |
Amount £ |
Shares* |
Amount £ |
|
|
|
|
|
|
|
|
Opening balance |
|
466,920,137 |
6,568,640 |
466,920,137 |
6,568,640 |
|
Ordinary shares - new shares issued during the period |
|
- |
- |
- |
- |
|
|
|
|
|
|
|
|
Balance at end of year |
|
466,920,137 |
6,568,640 |
466,920,137 |
6,568,640 |
*Number of shares issued and fully paid
The shares have no par value.
16.2 Earnings per share
|
|
31 Mar 2026 £ |
31 Mar 2025 £ |
|
|
|
|
|
Basic and diluted loss per share |
(0.0004) |
(0.0004) |
|
Loss used to calculate basic and diluted earnings per share |
(204,729) |
(200,515) |
|
Weighted average number of shares used in calculating basic and diluted earnings per share |
466,920,137 |
466,920,137 |
|
|
|
|
Basic earnings per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding and shares to be issued during the year.
In 2026 and 2025, the potential ordinary shares were anti-dilutive as the Company was in a loss-making position and therefore the conversion of potential ordinary shares would serve to decrease the loss per share from continuing operations. Where potential ordinary shares are anti-dilutive, a diluted earnings per share is not calculated and is deemed to be equal to the basic earnings per share. During 2026, there were no warrants and options outstanding.
17. RELATED PARTY TRANSACTIONS
During the year the Company entered into transactions, in the ordinary course of business, with key management personnel and their close family members. Transactions entered into, and trading balances outstanding at 31 March, are as follows:
|
|
Loans / Advances received |
Repayments made to related party |
Corporate funds held on behalf of the Company |
Amounts owed from related party |
Amounts owed to related party |
|
|
£ |
£ |
£ |
£ |
£ |
|
Key management personnel |
|
|
|
|
|
|
2026 |
20,794 |
- |
2,933 |
2,933 |
20,794 |
|
2025 |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
Close family members of key management personnel |
|
|
|
|
|
|
2026 |
107,574 |
20,000 |
- |
- |
87,574 |
|
2025 |
- |
- |
- |
- |
- |
Transactions with key management personnel
On 5 May 2025, the Company received funding of £20,000 from its Chairman, Jonathan Morley-Kirk, a key management personnel, by way of a convertible loan note. The loan was issued to support working capital and is unsecured. The loan carries no stated interest during its initial 12-month term. A default interest rate of 2% per month applies following maturity. This amount remains outstanding as at 31 March 2026 (Note 12.2).
On 2 February 2026, following the closure of the Company's bank account, remaining funds of £2,933 were transferred to Jonathan Morley-Kirk, to be held on behalf of the Company. These funds are being utilized directly to settle the ongoing administrative and outstanding obligations of the Company. At 31 March 2026, the outstanding balance due from the director is £2,933 (Note 11).
Subsequent to the closure of the Company's bank account, certain operating expenses were funded through director advances from Simon Grant-Rennick, a director of the Company. During the year, these advances totalled £794. As at 31 March 2026, the amount of £794 remained outstanding and was included within trade and other payables as an amount due to a director. This amount carries no interest.
Transactions with close family members of key management personnel
On 19 August 2025, the Company entered into a funding agreement with Philip Reid, a close family member of one of the Company's directors, for a convertible loan note of up to £107,574. The agreement was entered into to provide funding for the settlement of agreed liabilities. This note carries a 12-month term at 0% interest (with a 2% monthly default rate thereafter), convertible at the investor's election subject to regulatory approval, and includes one-for-one, four-year warrants. The agreement further provides the investor with a 90-day exclusivity period to negotiate an RTO and the right to nominate a Non-Executive Director following initial funding, while also including a clause that allows the investor to demand immediate repayment with a 20% penalty interest should shareholders obstruct the proposed RTO. As at 31 March 2026, the outstanding balance is £87,574 (Note 12.2).
There are no related party transactions for the year ended 31 March 2025.
18. EVENTS AFTER THE REPORTING PERIOD
On 16 April 2026, Robert Scott was appointed as an additional Non-Executive Director of the Company with immediate effect.
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