Quarterly Report • Dec 8, 2025
Quarterly Report
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Financial Report For the Period Ended 30 September 2025 (Unaudited)
The Directors present the report together with the interim financial statements for the Company for the period ended 30 September 2025.
Amala Foods Plc is registered (registered number 121041) and domiciled in Jersey. It was incorporated on 11 April 2016.
The Company's principal activity during the period ended 30 September 2025 was that of identifying potential companies, businesses or asset(s) for acquisition. The Directors are actively seeking new opportunities that will lead to a Reverse Takeover ('RTO').
The results of the Company for the period ended 30 September 2025 show a loss before taxation of £94,354 (30 September 2024: £95,254).
The Directors do not recommend payment of a dividend for the period ended 30 September 2025 (30 September 2024: nil).
The principal business risks that have been identified are as below.
There is no guarantee that a potential transaction will be identified, or if once identified, it will result in a 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.
The Company has not yet achieved profitability and is therefore reliant on periodically raising finance to fund its expenditure. There can be no guarantees that additional capital will be available when required. The Company has not raised any additional funding during the period ended 30 September 2025. Further capital may be required prior to achieving a 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 cash including not receiving any remuneration until there is a successful RTO.
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.
Refer to Note 17 to the interim financial statements.
| Position | Appointment Date | Audit Committee |
Remuneration Committee |
|
|---|---|---|---|---|
| Aidan Bishop | Executive Director | 16 April 2016 | — | |
| Jonathan Morley-Kirk | Non-Executive Chairman | 16 April 2016 | ||
| Sam Reid | Non-Executive Director | 30 September 2025 | — | — |
| Celia Li* | Non-Executive Director | 17 March 2023 | — |
*Resigned 30 July 2025
At 30 September 2025, the issued share capital of the Company stood at 466,920,137 (30 September 2024: 466,920,137) (refer to Note 13).
This Directors' Report was approved by the Board of Directors on 5 December 2025 and is signed on its behalf.
By Order of the Board
Jonathan Morley-Kirk
Chairman
5 December 2025
For the periods ended 30 September 2025 and 2024, and the year ended 31 March 2025
| Note | 30 Sep 2025 (unaudited) £ |
30 Sep 2024 (unaudited) £ |
31 Mar 2025 (audited) £ |
|
|---|---|---|---|---|
| Administrative expense | (37,621) | (49,054) | (108,115) | |
| Operating loss | (37,621) | (49,054) | (108,115) | |
| Loan note interest | 10 | (56,733) | (46,200) | (92,400) |
| Loss before taxation | (94,354) | (95,254) | (200,515) | |
| Income tax expense | 8 | — | — | — |
| Loss after taxation | (94,354) | (95,254) | (200,515) | |
| Loss per share: Basic and diluted loss per share |
13 | (0.0002) | (0.0002) | (0.0004) |
The accompanying accounting policies and notes on pages 8 to 17 form an integral part of these accounts.
As at 30 September 2025 and 2024, and 31 March 2025
| Note | 30 Sep 2025 (unaudited) £ |
30 Sep 2024 (unaudited) £ |
31 Mar 2025 (audited) £ |
|
|---|---|---|---|---|
| Current assets | ||||
| Cash at bank | 9 | 868 | 19,677 | 3,392 |
| 868 | 19,677 | 3,392 | ||
| Current liabilities | ||||
| Trade and other payables | 11 | (359,921) | (252,772) | (332,491) |
| Borrowings | 10 | (1,156,969) | (1,092,569) | (1,092,569) |
| (1,516,890) | (1,345,341) | (1,425,060) | ||
| Net liabilities | (1,516,022) | (1,325,664) | (1,421,668) | |
| Deficit | ||||
| Issued share capital | 13 | 6,568,640 | 6,568,640 | 6,568,640 |
| Accumulated losses | (8,384,677) | (8,174,249) | (8,290,323) | |
| Other reserves | 16 | 300,015 | 279,945 | 300,015 |
| Total deficit | (1,516,022) | (1,325,664) | (1,421,668) |
The accompanying accounting policies and notes on pages 8 to 17 form an integral part of these accounts.
These accounts were approved and signed by the Chairman.
Jonathan Morley-Kirk
Chairman
5 December 2025
For the periods ended 30 September 2025 and 2024, and year ended 31 March 2025
| Share capital £ |
Accumulated losses £ |
Other reserves £ |
Total deficit £ |
|
|---|---|---|---|---|
| At 1 April 2024 | 6,568,640 | (8,089,808) | 279,945 | (1,241,223) |
| Loss for the period | — | (95,254) | — | (95,254) |
| Correction for the overstatement of accrued audit fees in the prior period |
— | 7,480 | — | 7,480 |
| Correction for the overstatement of interest expense recognised in the prior period |
— | 3,333 | — | 3,333 |
| Total prior period adjustments | — | 10,813 | — | 10,813 |
| At 30 September 2024 | 6,568,640 | (8,174,249) | 279,945 | (1,325,664) |
| Loss for the period | — | (116,074) | — | (116,074) |
| Total comprehensive loss for the period | — | (116,074) | — | (116,074) |
| Extinguishment of liability with a shareholder |
— | — | 20,070 | 20,070 |
| At 1 April 2025 | 6,568,640 | (8,290,323) | 300,015 | (1,421,668) |
| Loss for the period | — | (94,354) | — | (94,354) |
| Total comprehensive loss for the period | — | (94,354) | — | (94,354) |
| At 30 September 2025 | 6,568,640 | (8,384,677) | 300,015 | (1,516,022) |
The accompanying accounting policies and notes on pages 8 to 17 form an integral part of these accounts.
For the periods ended 30 September 2025 and 2024, and year ended 31 March 2025
| Note | 30 Sep 2025 (unaudited) £ |
30 Sep 2024 (unaudited) £ |
31 Mar 2025 (audited) £ |
|
|---|---|---|---|---|
| Cash flows from operating activities | ||||
| Loss before tax for the period | (94,354) | (95,254) | (200,515) | |
| Adjustments for: Movement in trade and other payables |
27,430 | 16,137 | 105,113 | |
| Net cash used in operating activities | (66,924) | (79,117) | (95,402) | |
| Cash flows from financing activity | ||||
| Proceeds from convertible loans | 64,400 | — | — | |
| Net cash from financing activity | 64,400 | — | — | |
| Net decrease in cash at bank | (2,524) | (79,117) | (95,402) | |
| Cash at bank at start of period Cash at bank at end of period |
9 | 3,392 868 |
98,794 19,677 |
98,794 3,392 |
There were no significant non-cash transactions during the period ended 30 September 2025. 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 8 to 17 form an integral part of these accounts.
For the period ended 30 September 2025
Amala Foods Plc ('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).
The interim 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 interim financial statements have been prepared on a historical cost basis, except for certain financial instruments that are carried at amortised cost.
The preparation of interim 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 interim financial statements, are disclosed in Note 3.
The interim financial statements are prepared in sterling ('£'), which is the functional currency of the Company. Monetary amounts in these interim financial statements are rounded to the nearest £, except when otherwise indicated.
The International Accounting Standards Board ('IASB') 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 period ended 30 September 2025 but did not result in any material changes to the interim financial statements of the Company.
Of the other IFRS and IFRIC amendments, none are expected to have a material effect on the Company's future interim financial statements.
At the date of approval of these interim financial statements, the following standards and interpretations which have not been applied in these interim financial statements were in issue but not effective:
| Standard | Impact on initial application | Effective date |
|---|---|---|
| IAS 21, The Effects of Changes in Foreign Exchange Rates | Lack of Exchangeability | January 1, 2025 |
The Directors do not expect that the new or amended standards and interpretations issued but not yet effective, and which have not been early adopted, will have a material impact on the Group's financial statements once implemented in future periods.
The Company has the following loans, which total £1,156,969 at 30 September 2025 (30 September 2024: £1,092,569):
| 30 Sep 2025 | 30 Sep 2024 | 31 Mar 2025 | |
|---|---|---|---|
| (unaudited) | (unaudited) | (audited) | |
| £ | £ | £ | |
| Loan from other parties | 1,156,969 | 1,092,569 | 1,092,569 |
The Company incurred a loss of £94,354 (30 September 2024 £95,254). At 30 September 2025, the cash held was £868 (30 September 2024: £19,677) and the Company had current liabilities of £1,516,890 (30 September 2024: £1,345,341).
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 a 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. Given that the RTO has now lapsed after the period, the debt to RiverFort is now due and payable. In October 2025, the Company entered into another amendment and restatement of the Deed of Standstill with RiverFort, restructuring the outstanding facility balance of £707,719. 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 on 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 raised £405,000 in Convertible Loan Notes in the prior year that would largely be used to fund a transaction leading to an RTO. These Convertible Loan Notes are automatically converted into shares upon an 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 £405,000 have 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.
Given that the RTO has lapsed, it is now necessary to identify a new transaction and source additional capital. Whilst there can be no guarantee, the Directors are reasonably confident that such funds could be raised and 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 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.
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.
Allowance for expected credit losses ('ECLs') is maintained at a level considered adequate to provide for uncollectible receivables. ECLs are unbiased probability-weighted estimates of credit losses which are determined by evaluating a range of possible outcomes and taking into account past events, current conditions and assessment of future economic conditions. The Company has used relevant historical information and loss experience to determine the probability of default of the financial assets and incorporated forward-looking information based on certain macroeconomic factors such as gross domestic product and inflation rate, including significant changes in external market indicators, which involved significant estimates and judgements.
There were no impaired financial assets as at 30 September 2025 (30 September 2024: nil).
The convertible loan notes issued prior to 30 September 2025 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.
The principal accounting policies applied in the preparation of these interim financial statements are set out below. These policies have been consistently applied to the periods presented unless otherwise stated.
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 a 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.
Financial assets are classified as either financial assets at amortised cost, at fair value through other comprehensive income ('FVOCI') 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 are 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 to all other receivables classified as financial assets. The general approach recognises lifetime expected credit losses 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.
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 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 the 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, Financial Instruments, Presentation 16A-D 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.
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 for segment reporting purposes.
The Company's operating segments are based on geographical location and determined solely as Jersey (refer to Note 5 of the interim financial statements).
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.
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 that most affects the Company's revenue, costs, and financing. The Company's presentation currency is the £.
Cash at bank is defined as cash on hand, demand deposits, and short-term highly liquid investments, and is measured at cost, which is deemed to be fair value as they have short-term maturities.
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 is determined by reference to the fair value of the share options/warrants 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, warrants 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 sharebased 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/warrants 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/warrants expected to vest. Non-market vesting conditions are included in the assumptions of the number of options/warrants that are expected to become exercisable, and hence reflected in the sharebased payment charge.
Estimates are subsequently revised if there is any indication that the number of share options/warrants 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 vested 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.
Basic earnings per share are calculated as profit or loss attributable to equity holders of the company for the period, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares.
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 the 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.
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 period, there is no segmental reporting to disclose other than the information already disclosed within the primary statements.
| 30 Sep 2025 | 30 Sep 2024 | 31 Mar 2025 | |
|---|---|---|---|
| (unaudited) | (unaudited) | (audited) | |
| £ | £ | £ | |
| Loss before taxation has been arrived at after charging: Auditor's remuneration |
— | — | 37,400 |
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 are 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 were no Directors' emoluments for the periods ended 30 September 2025 and 2024.
The average number of employees during the period was made up as follows:
| 30 Sep 2025 (unaudited) |
30 Sep 2024 (unaudited) |
31 Mar 2025 (audited) |
|
|---|---|---|---|
| Directors | 3 | 3 | 3 |
| Average number of employees during the period | 3 | 3 | 3 |
The Company is taxed at the standard rate of income tax for Jersey companies, which is 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 periods ended 30 September 2025 and 2024.
The tax charge for the period can be reconciled to the loss per the statement of comprehensive loss as follows:
| 30 Sep 2025 | 30 Sep 2024 | 31 Mar 2025 | |
|---|---|---|---|
| (unaudited) | (unaudited) | (audited) | |
| £ | £ | £ | |
| Loss before taxation | (94,354) | (95,254) | (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.
| 30 Sep 2025 (unaudited) £ |
30 Sep 2024 (unaudited) £ |
31 Mar 2025 (audited) £ |
|
|---|---|---|---|
| Cash at bank | 868 | 19,677 | 3,392 |
| Balance at end of period | 868 | 19,677 | 3,392 |
| 10. BORROWINGS | |||
| 30 Sep 2025 (unaudited) £ |
30 Sep 2024 (unaudited) £ |
31 Mar 2025 (audited) £ |
Included in the borrowings is £707,569 (30 September 2024: £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 16th 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.
Borrowings 1,156,969 1,092,569 1,092,569
Balance at end of period 1,092,569 1,092,569 1,092,569
On 31 March 2025, an amendment and restatement of the deed of standstill were 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.
In October 2025, the Company entered into another amendment and restatement of the Deed of Standstill with RiverFort, restructuring the outstanding facility balance of £707,719. 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 on 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.
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. The loan remains outstanding as at 30 September 2025 (refer to Note 14).
On August 19, 2025, the Company executed a funding agreement with Philip Reid for a convertible loan note of up to £100,000, 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. An initial drawdown of £50,000 was committed, with £44,400 received by the Company in August 2025 to settle liabilities, and this amount remains outstanding as of September 30, 2025.
The interest expense incurred for the borrowings amounted to £56,733 and £46,200 for the periods ended 30 September 2025 and 2024, respectively.
| 30 Sep 2025 (unaudited) £ |
30 Sep 2024 (unaudited) £ |
31 Mar 2025 (audited) £ |
|
|---|---|---|---|
| Trade payables | 96,035 | 99,067 | 113,781 |
| Accruals | 263,886 | 153,705 | 218,710 |
| Balance at end of period | 359,921 | 252,772 | 332,491 |
Trade payables pertain to non-interest bearing liabilities arising from the purchases of services from third party suppliers.
No interest is charged on the trade payables.
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.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the asset or liability is exchanged in an orderly transaction between market participants to sell the asset or transfer the liability at the measurement date under current market conditions. A fair value measurement assumes that the transaction to sell the asset or transfer the liability takes place either:
The following table analyses within fair value hierarchy the assets and liabilities (by class) not measured at fair value but for which fair value is disclosed.
| 30 Sep 2025 (unaudited) £ |
30 Sep 2024 (unaudited) £ |
31 Mar 2025 (audited) £ |
||||
|---|---|---|---|---|---|---|
| Carrying Amount |
Fair Value | Carrying Amount |
Fair Value | Carrying Amount |
Fair Value |
|
| Cash at bank | 868 | 868 | 19,677 | 19,677 | 3,392 | 3,392 |
| Balance at end of period | 868 | 868 | 19,677 | 19,677 | 3,392 | 3,392 |
| 30 Sep 2025 (unaudited) £ |
30 Sep 2024 (unaudited) £ |
31 Mar 2025 (audited) £ |
||||
|---|---|---|---|---|---|---|
| Carrying Amount |
Fair Value | Carrying Amount |
Fair Value | Carrying Amount |
Fair Value |
|
| Trade and other payables Borrowings |
359,921 1,156,969 |
359,921 1,156,969 |
252,772 1,092,569 |
252,772 1,092,569 |
332,491 1,092,569 |
332,491 1,092,569 |
| Balance at end of period | 1,516,890 | 1,516,890 | 1,345,341 | 1,345,341 | 1,425,060 | 1,425,060 |
| 30 Sep 2025 30 Sep 2024 (unaudited) (unaudited) |
31 Mar 2025 (audited) |
|||||
|---|---|---|---|---|---|---|
| Amount | Amount | Amount | ||||
| Shares* | £ | Shares* | £ | Shares* | £ | |
| Opening balance | 466,920,137 | 6,568,640 | 466,920,137 | 6,568,640 | 466,920,137 | 6,568,640 |
| Balance at end of period | 466,920,137 | 6,568,640 | 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.
| 30 Sep 2025 | 30 Sep 2024 | 31 Mar 2025 | |
|---|---|---|---|
| (unaudited) | (unaudited) | (audited) | |
| £ | £ | £ | |
| Basic and diluted loss per share | (0.0002) | (0.0002) | (0.0004) |
| Loss used to calculate basic and diluted earnings per share | (94,354) | (95,254) | (200,515) |
| Weighted average number of shares used in calculating basic and diluted earnings per share |
466,920,137 | 466,920,137 | 466,920,137 |
Basic earnings (or loss) per share is calculated by dividing the profit or loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
In 2025 and 2024, 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.
On 5 May 2025, the Company received funding of £20,000 from its Chairman, Jonathan Morley-Kirk, by way of a convertible loan note. The loan was issued to support working capital and carries no stated interest during its initial 12-month term. A default interest rate of 2% per month applies following maturity. The loan remains outstanding as at 30 September 2025.
In the year ended 31 March 2019, the Company entered into an agreement with a number of employees to issue a total of 599,156 shares at a price equal to the admission price in two years' time should the employees still be employed by the Company.
Although due, the shares had not been issued to those employees as at 30 September 2025 and 2024 and, thus the fair value of these share awards is included within other reserves.
| 30 Sep 2025 (unaudited) £ |
30 Sep 2024 (unaudited) £ |
31 Mar 2025 (audited) £ |
|
|---|---|---|---|
| Shares to be issued reserve | 279,945 | 279,945 | 279,945 |
| Capital Contribution Reserve | 20,070 | — | 20,070 |
| Balance at end of period | 300,015 | 279,945 | 300,015 |
Subsequent to the reporting period ended 30 September 2025, the Company received additional funds totaling £40,000 in October 2025 under the convertible loan agreement entered into with Philip Reid, following initial proceeds received in August 2025. The loan remains subject to the terms and conditions previously disclosed, including the option for conversion into equity at the discretion of the lender. Management has assessed the nature of these receipts and determined that they do not adjust conditions existing at the reporting date. Accordingly, they are classified as non-adjusting events after the reporting period.
In October 2025, the Company also entered into an amendment and restatement of the Deed of Standstill with RiverFort, restructuring the outstanding facility balance of £707,719. The revised agreement extends the standstill period from 1 January 2024 until the earlier of an initial transaction (as defined in the UK Listing Rules), renewed suspension of trading, or one year from the deed date. The Retrading of the Company's shares commenced on 13 October 2025. This event is likewise considered non-adjusting under IAS 10, Events after the Reporting Period.
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