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10-K-AFS - Audited results period ended 1/9/2022 - 31/12/2023

Company: Essentially Group Plc Date: 2024-06-27 Language: English Register to download
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RNS Number : 1578U

Essentially Group PLC

27 June 2024

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of  UK  domestic law by virtue of the  European Union  (Withdrawal) Act 2018.  Upon the publication of this announcement via the  Regulatory Information Service , this inside information is now considered to be in the public domain .  

27 June 2024

Essentially Group PLC     

 (the "Company" or "Essentially")   

Audited results for the period ended 1 September 2022 to 31 December 2023

Essentially Group PLC, a leading health food company in the UAE delivering high quality nutrition (wellness shots, functional juices, lemonades, nut milks, single origin fruit juices and healthy snacks) to its customers, is pleased to announce its audited results for the period ended 1 September 2022 to 31 December 2023.

Raja Wail Abuljebain, Chief Executive Officer of Essentially, commented: "We are pleased with our achievements in this period, including our listing on the Aquis Stock Exchange, the acquisition and installation of our HPP equipment, the securing of key contracts with renowned franchises and more recently, welcoming Best of Latin Foodstuff Trading LLC (BLF) to the Group. These strategic decisions and steps have positioned the Company for continued strong growth in the coming years, in both existing and target markets. We are confident that the Company can build off of the work done in 2023 and achieve even more in 2024 and beyond."

For more information, please contact:

|     |     |
| --- | --- |
| Essentially Group Plc |     |
| Raja W Abuljebain, CEO | Tel: +97156 6440676 |
|     | https://essentiallyplc.com |
| AQSE Exchange Corporate Adviser |     |
| Alfred Henry Corporate Finance Ltd |     |
| Nick Michaels/Maya Klein Wassink | Tel: +44 (0) 20 3772 0021 |
|     | [www.alfredhenry.com](http://www.alfredhenry.com/) |
| Broker |     |
| Clear Capital Markets Ltd |     |
| Andrew Blaylock | Tel: +44 (0)20 3869 6082 |
|     | https://clearcapitalmarkets.co.uk |

# CHAIRMAN'S STATEMENT

FOR THE PERIOD FROM INCORPORATION TO 31 DECEMBER 2023

The period has been one of transformation and achievement for Essentially Group PLC. Since incorporation in August 2022, we have made remarkable progress in establishing a strong operational capability and market presence.

Key was the listing on the AQSE Stock Exchange in March 2023. This event marked a significant milestone for Essentially Group PLC and reinforced our commitment to growth and transparency. Joining me to mark the momentous occasion at the exchange was Raja Abuljebain, our CEO.

Another notable development during this period was the successful installation and trial completion of our high-pressure processing (HPP) equipment in QI 2023. The HPP equipment allows to safely extend the shelf life of our products. This advanced technology has enhanced our gross margins and accelerated our ability to bring innovative new products to market.

Additionally, Essentially Juices Manufacturing secured a supply contract for the COP 28 climate change conference, held from 30 November to 12 December 2023 in Dubai, which presented an unparalleled opportunity to expand international visibility.

The economic outlook for the UAE's Food & Beverage sector for 2024 and beyond is very promising. With the Food & Beverage retail sector in particular benefiting from a resurgence in consumer spending and an increase in international visitors.

Additionally, government initiatives to boost local production and enhance food security are expected to further stimulate growth within the industry. These positive trends point to a vibrant and expanding market for the Essentially Group PLC's operating subsidiaries in the UAE.

As we look ahead, we remain committed to leveraging these growth drivers to expand our market presence and enhance our product portfolio. Our strategic initiatives, supported by the dedication and hard work of our team and the unwavering confidence of our shareholders, position us well to achieve our long-term objectives and deliver sustained value.

I extend my heartfelt thanks to our employees for their relentless efforts, our partners for their collaboration and our shareholders for their continued support. Together, we are on a path to achieving significant milestones and creating a lasting legacy for Essentially Group PLC.

S Lever

Chairman

Date: 26 June 2024

# CEO'S REPORT

FOR THE PERIOD FROM INCORPORATION TO 31 DECEMBER 2023

It is with great pleasure that I may present the inaugural annual report for Essentially Group PLC for the period ending 31 December 2023. This publication marks a significant milestone for the Company, as we reflect on our journey since incorporation on 16 August 2022 and the successful listing on the AQSE Stock Exchange in London on 17 March 2023.

During this period, Essentially Group PLC has laid a strong foundation for future growth. We have made substantial progress in establishing the operational brand, particularly through enhancements in the product portfolio and expansion of market presence, specifically within the UAE market.

The principal operational subsidiary, Essentially Juices Manufacturing LLC (EJM), has been pivotal in our development. EJM has secured key contracts with renowned franchises, ensuring a steady demand for premium juices and protein snacks. Furthermore, the purchase of HPP (high-pressure processing) equipment by EJM and the ongoing third-party rolling contracts has signified the commitment to maintaining high product quality and operational efficiency.

Financially, Essentially Group PLC has demonstrated resilience and prudence. For the period ended 31 December 2023, the group reported revenue of £1,592,664. Despite an operating loss before IPO costs of £488,622 and a total loss for the period amounting to £959,728, the company's cash balance remains robust at £300,915 as of 31 December 2023. This brings financial stability to the group, underpinning upcoming strategic initiatives pertinent to achieving profitability.

Looking ahead, the Essentially Group PLC and its subsidiaries are well-positioned to capitalise on growth opportunities in target markets. We remain focused on expanding our customer base, enhancing our product offerings and strengthening our operational capabilities. The dedication and hard work of our team, coupled with the support of our shareholders, provide a strong foundation for achieving our long-term strategic objectives.

Within the first half of the period commencing 1 January 2024, subsidiaries of the company have secured significant commercial contracts and partnerships, expanded the product portfolio and welcomed Best of Latin Foodstuff Trading LLC (BLF) to the Group, in line with our long-term acquisition strategy.

The acquisition of BLF, which was completed through an all-shares agreement, has diversified the group's product offerings, expanded both market presence and growth potential, and will be expected to yield substantial operational synergies over time.

The group also welcomed BLF's long-standing and experienced CEO, Catalina Onate, to the Board of Directors of Essentially Group PLC.

In closing, I would like to extend my gratitude to our shareholders, employees and partners for their unwavering support and confidence in Essentially Group PLC. Together, we are building a promising future for the company and creating value for all stakeholders.

R Abuljebain

CEO

Date: 26 June 2024

# GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 1 SEPTEMBER 2022 to 31 DECEMBER 2023

|     |     |     |     |
| --- | --- | --- | --- |
|     |     | 2023 |     |
|     |     |     |     |
|     |     | £   |     |
| Turnover |     | 1,592,664 |     |
| Cost of sales |     | (810,494) |     |
| Gross profit |     | 782,170 |     |
|     |     |     |     |
| Depreciation |     | (330,677) |     |
| IPO costs |     | (339,465) |     |
| Other administrative costs |     | (940,115) |     |
|     |     |     |     |
| Total administrative expenses |     | (1,610,257) |     |
| Operating loss |     | (828,087) |     |
| Finance costs |     | (131,641) |     |
| Loss before tax |     | (959,728) |     |
| Taxation |     | \-  |     |
| Loss after tax |     | (959,728) |     |
| Other comprehensive income |     | \-  |     |
| Total comprehensive loss attributable to:<br><br> Owners of the Company |     | (959,728) |     |
| Loss per share from continued operations |     |     |     |
| Basic and diluted Loss per share - pence |     | (2.00) |     |
|     |     |     |     |

There were no discontinued operations during the current financial period

# GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

|     |     |     |     |     |     |
| --- | --- | --- | --- | --- | --- |
|     |     |     | 2023 | 2023 |     |
|     |     |     | Group | Company |     |
| ASSETS |     |     | £   | £   |     |
| Non-current assets |     |     |     |     |     |
| Property Plant and Equipment |     |     | 770,636 | \-  |     |
| Intangible Assets |     |     | 9,519 | \-  |     |
| Right of use Asset |     |     | 47,417 | \-  |     |
| Loans to Subsidiary |     |     | \-  | 1,047,159 |     |
| Investment In Shares |     |     | \-  | 50,000 |     |
| Total Non-Current Assets |     |     | 827,572 | 1,097,159 |     |
|     |     |     |     |     |     |
| CURRENT ASSETS |     |     |     |     |     |
| Inventories |     |     | 32,216 | \-  |     |
| Trade and other receivables |     |     | 377,185 | 101,308 |     |
| Cash & Cash Equivalent |     |     | 300,915 | 1,160 |     |
|     |     |     | 710,316 | 102,468 |     |
|     |     |     |     |     |     |
| TOTAL ASSETS |     |     | 1,537,888 | 1,199,627 |     |
|     |     |     |     |     |     |
| EQUITY AND LIABILITIES |     |     |     |     |     |
| LIABILITIES |     |     |     |     |     |
| EQUITY |     |     |     |     |     |
| Share Capital |     |     | 51,300 | 51,300 |     |
| Share Premium |     |     | 637,700 | 637,700 |     |
| Share based payment reserve |     |     | 17,664 | 17,664 |     |
| Group reorganisation reserve |     |     | (1,691,449) | \-  |     |
| Accumulated deficit |     |     | (960,141) | (424,201) |     |
| Total Equity |     |     | (1,944,926) | 282,463 |     |
|     |     |     |     |     |     |
| Current liabilities |     |     |     |     |     |
| Borrowings, trade and other payables |     |     | 614,276 | 217,164 |     |
|     |     |     | 614,276 | 217,164 |     |
| Non-current liabilities |     |     |     |     |     |
| Bank Loan |     |     | 168,119 | \-  |     |
| Other borrowings |     |     | 700,000 | 700,000 |     |
| Shareholders Loan account |     |     | 1,981,409 | \-  |     |
| Pension Liability |     |     | 19,010 | \-  |     |
|     |     |     | 2,868,538 | 700,000 |     |
|     |     |     |     |     |     |
| Total Liabilities |     |     | 3,482,814 | 917,164 |     |
|     |     |     |     |     |     |
| TOTAL EQUITY AND LIABILITIES |     |     | 1,537,888 | 1,199,627 |     |

The financial statements were approved by the Board of Directors on 26 June 2024

and were signed on its behalf by:

R Abuljebain

Director

Company Registration no. 14299324

# GROUP STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2023

|     |     |     |     |     |     |     |
| --- | --- | --- | --- | --- | --- | --- |
|     | Share Capital | Share Premium | Share based payments reserve | Group reorganisation reserve | Accumulated deficit | Total |
|     | £   | £   | £   |     | £   | £   |
|     |     |     |     |     |     |     |
| At 1 September 2022 | \-  | \-  | \-  | (1,691,449) | \-  | (1,691,449) |
| Share issues | 51,300 | 648,700 | \-  | \-  | \-  | 700,000 |
| Share issue costs |     | (11,000) |     |     |     | (11,000) |
| Share based payments | \-  | \-  | 17,664 | \-  | \-  | 17,664 |
| Translation differences on consolidation |     |     |     |     | (413) | (413) |
| Loss for the period | \-  | \-  | \-  | \-  | (959,728) | (959,728) |
|     |     |     |     |     |     |     |
| At 31 December 2023 | 51,300 | 637,700 | 17,664 | (1,691,449) | (960,141) | (1,944,926) |

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2023

|     |     |     |     |     |     |
| --- | --- | --- | --- | --- | --- |
|     | Share Capital | Share Premium | Share based payments reserve | Accumulated deficit | Total |
|     | £   | £   | £   | £   | £   |
|     |     |     |     |     |     |
| At 16 August 2022 | \-  | \-  | \-  | \-  | \-  |
| Share issues | 51,300 | 648,700 | \-  | \-  | 700,000 |
| Share issue costs |     | (11,000) |     |     | (11,000) |
| Share based payments | \-  | \-  | 17,664 |     | 17,664 |
| Loss for the period |     |     |     | (424,201) | (424,201) |
|     |     |     |     |     |     |
| At 31 December 2023 | 51,300 | 637,700 | 17,664 | (424,201) | 282,463 |

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent Company income statement account.

The loss for the parent Company for the period was £424,201.

  

  

# GROUP AND COMPANY CASHFLOW STATEMENT

FOR THE PERIOD ENDED 1 SEPTEMBER 2022 to 31 DECEMBER 2023

|     |     |     |     |     |     |     |     |     |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|     |     |     |     | 2023 |     | 2023 |     |     |
|     |     |     |     | Group |     | Company |     |     |
|     |     |     |     | £   | £   |     |     |     |
|     |     |     |     |     |     |     |     |     |
| Cash flows from operating activities |     |     |     |     |     |     |     |     |
| Operating loss |     |     |     | (828,087) | (371,461) |     |     |     |
| Depreciation |     |     |     | 318,818 | \-  |     |     |     |
| Non- Cash IPO and legal fees |     |     |     | 232,663 | 232,663 |     |     |     |
| Share based payment |     |     |     | 17,664 | 17,664 |     |     |     |
| (Increase)/Decrease in Inventory |     |     |     | (8,921) | \-  |     |     |     |
| (Increase)/Decrease in Trade and Other receivables |     |     |     | (11,236) | (69,827) |     |     |     |
| Increase/(Decrease) in Trade and Other payables |     |     |     | 137,075 | 164,426 |     |     |     |
| Net cash outflow from Operating Activities |     |     |     | (142,024) | (26,535) |     |     |     |
|     |     |     |     |     |     |     |     |     |
| Cash flows from investing activities<br><br>Loans to Subsidiaries |     |     |     | \-  | (1,047,159) |     |     |     |
| Purchase of Property Plant & Equipment |     |     |     | (132,939) | \-  |     |     |     |
| Net Cash outflow from Investing Activities |     |     |     | (132,939) | (1,047,159) |     |     |     |
|     |     |     |     |     |     |     |     |     |
| Cash flows from financing activities |     |     |     |     |     |     |     |     |
| Net movement in borrowings |     |     |     | 184,162 | 700,000 |     |     |     |
| Finance costs paid |     |     |     | (45,848) | \-  |     |     |     |
| Share Issues net of issue costs |     |     |     | 374,855 | 374,855 |     |     |     |
| Shareholders Loan repayment |     |     |     | (99,194) | \-  |     |     |     |
| Lease repayments |     |     |     | (142,663) | \-  |     |     |     |
| Net Cash inflow from Financing Activities |     |     |     | 271,312 | 1,074,855 |     |     |     |
|     |     |     |     |     |     |     |     |     |
| Net increase/(decrease) in cash and cash equivalents |     |     |     | (3,651) | 1,161 |     |     |     |
| Effect of Exchange rates changes on cash |     |     |     | (37,969) | \-  |     |     |     |
|     |     |     |     |     |     |     |     |     |
| Cash and cash equivalents at beginning of period |     |     |     | 342,535 | \-  |     |     |     |
|     |     |     |     |     |     |     |     |     |
| Cash and Cash equivalents at the end of the period |     |     |     | 300,915 | 1,161 |     |     |     |
|     |     |     |     |     |     |     |     |     |

non-cash items relate to shares issued for non - cash consideration.

# NOTES TO THE PRELIMINARY FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 1 SEPTEMBER 2022 TO 31 DECEMBER 2023

1.       The financial information set out above does not constitute statutory accounts for the purpose of Section 434 of the Companies Act 2006.   The financial information has been extracted from the statutory accounts of Essentially Group PLC and is presented using the same accounting policies, which have not yet been filed with the Registrar of companies, but on which the auditors gave an unqualified report on 26 June 2023.

The preliminary announcement of the results for the period ended 1 September 2022 to 31 December 2023 was approved by the board of directors on 26 June 2023.

2.        Loss per share

Basic earnings per share is calculated by dividing the earnings attributable shareholders by the weighted average number of ordinary shares outstanding during the period.

Reconciliations are set out below:

|     |     |     |     |
| --- | --- | --- | --- |
| Basic and diluted EPS | Earnings | 2023<br><br>Weighted average<br><br>Number of shares | Loss per-share |
|     | £   | No. | Pence |
|     |     |     |     |
| Basic and diluted EPS | (959,728) | 48,013,323 | (2.00) |
|     |     |     |     |

As at 31 December 2023 there were 100,000 outstanding share warrants. These are non-dilutive due to the losses incurred in the period.

\- ends -

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