CCC Preliminary Half Year Results

Results for announcement to the market
Name of Issuer Cooks Coffee Company Limited
Reporting Period 6 months to 30 September 2022
Previous Reporting Period 6 months to 30 September 2021
Currency NZ$
Amount (000s) Percentage change
Revenue from continuing
operations
$3,099 Down 15%
Total Revenue $3,099 Down 15%
Net profit/(loss) from
continuing operations
$146 Up 14%
Total net profit/(loss) $86 Up 47%
Interim/Final Dividend
Amount per Quoted Equity
Security
No dividends have been paid on ordinary shares and it is
currently not proposed to pay dividends
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date Not Applicable
Dividend Payment Date Not Applicable
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
($0.1933) ($0.1945)
A brief explanation of any of
the figures above necessary to
enable the figures to be
understood
Accompanying this announcement are the Group’s unaudited
consolidated financial statements for the six months ended 30
September 2022. These financial statements and the half year
results commentary dated 29 November 2022 provide the
balance of information requirements in accordance with NZX
Listing Rule 3.5 and Appendix 2.
Authority for this announcement
Name of person

authorised to
make this announcement
Craig Brown
Contact person for this
announcement
Craig Brown, Chief Financial Officer, Cooks Coffee Company
Limited
Contact phone number + 64 27 270 7964
Contact email address Craig.Brown@cookscoffeecompany.co.nz
Date of release through MAP

29 November 2022

Unaudited financial statements accompany this announcement.

---

SHAREHOLDERS
REPORT TO
2022/2023
FOR THE 6 MONTHS
TO 30 SEPTEMBER 2022

1
HIGHLIGHTS
02
BUSINESS
PERFORMANCE
04
CHAIRMAN’S
STATEMENT
03
FINANCIAL
REPORTS
08
COMPANY
DIRECTORY
20
INTERIM REPORT
TABLE OF CONTENT

2
Interim Report / 2022 - 2023
Cooks Coffee Company (NZX:CCC; AQUIS:COOK), the interna�onal coffee
focused cafe
́
chain, is pleased to announce its interim results for the six
months ended 30 September 2022.
Period Highlights
Revenue from opera�onal trading increased by 37% to $1.93m versus H1
FY22 (H1 2022 $1.41m)
Overall revenue declined to $3.10 million (H1 FY22 $3.66 million) as a
result of the �ming of recognising capital revenues on store openings.
This revenue is expected to be recognised in the second half of the
financial year as planned new stores open up
Profit from con�nuing opera�ons increased by 14% to $146,000 versus
H1 FY22 $128,000
Full year revenue and profit on track to meet expecta�ons
Post Period Highlights
Pipeline of store openings robust underpinned by strong consumer
demand
Dual Lis�ng on London based AQUIS Growth Market completed on 2
November 2022
Approximately $1m raised through a rights issue, with fund raising
process ongoing, including through a conver�ble note issue of up to $2m
Elena Garside appointed as a UK based Non-execu�ve Director
Craig Brown appointed as Chief Financial Officer, a non-board posi�on
Note: The Company’s repor�ng currency is New Zealand Dollars (“$”)
Unaudited financial results for the six months
ended 30 September 2022
COOKS COFFEE COMPANY
[29]November 2022

33
The period was one of significant development for the Group as we con�nued to build a group of ethical
coffee chains with community spirit. Our Esquires and Triple Two brands con�nue to perform well and I
am delighted with our consistent outperformance of the market, thanks to the efforts of our staff,
franchisees and their teams.
Revenue from trading opera�ons grew by 37% in the first half of the year (“FY23”) compared to last year,
driven by new store openings and like for like sales improvements in the exis�ng stores.
Overall store numbers at the end of September 2022 were 111, a net gain of four stores during the six-
month period, with the number of stores in the UK and Ireland growing to 85 and the total of 26 stores in
the franchised regions outside of the UK and Ireland remaining unchanged.
The Company added seven outlets and closed three to the franchised network in the UK and Ireland during
the period, under both the Esquires and Triple Two brands. The number of stores is expected to grow in
the second half of the year, with nine store openings planned in the UK and two in Ireland which we
an�cipate will take the store numbers to 96 in the UK and Ireland by the end of March 2023.
Revenue from new store openings reduced to $1.17m in the period (H1 FY22 $2.25m) as the opening of a
number of planned new stores shi�ed into the second half of the financial year. The targeted overall new
store openings for the full financial year remains on track and capital revenue from new store openings
recognised in the second half is expected to recover the first half shor�all.
Profit from con�nuing opera�ons grew 14% to $146,000 for the period.
KEITH JACKSON
CHAIRMAN
CHAIRMAN’S
STATEMENT

4
Interim Report / 2022 - 2023
4
Interim Report / 2022 - 2023
BUSINESS PERFORMANCE
CHAIRMAN’S STATEMENT
Store sales in Ireland for the period were at a similar level to the same period in 2019 and 104% up on the
same period in FY22. This shows a resilient recovery a�er the Covid restric�ons were li�ed in Ireland in
February 2022. Sadly, the excellent Longford café suffered a devasta�ng fire in September 2022 when a
fryer caught fire. The building and café were totally destroyed but will be rebuilt. However, in the short
term the franchisees and staff a�er just six weeks have established a temporary container outlet on the
site and leased a vacant warehouse to enable sea�ng for customers.
Esquires
UK store numbers were 50 at the end of September 2022,
up from 47 as at 31 March 2022. Sales from the Esquires
outlets for the six months were up 35% on the pre covid
period from April to September 2019 and up 20% on the
same period in FY22. Record sales per store per day have
been recorded in September and again, post period end,
in October.
Triple Two
Triple Two joined the Group on 19 June 2020. At the end
of September 2022 there were 20 stores opera�ng. The
brand expects to have more than 25 stores open by the
end of March 2023. Compara�ve sales with 2019 are not
available, however sales for the six-month period to
September 2022 were 60% ahead of the FY22 first six
months. Triple Two achieved record sales per store per
day in August and this was exceeded in October.
UNITED KINGDOM
IRELAND
(From le� to right:
Tony McVerry, Managing Director, Ireland and Europe,
Dina, Manager at Esquires Longford,
Fergal McGovern, franchisee of Esquires Longford and
Roscommon.)

5
CORPORATE
CHAIRMAN’S STATEMENT
Cooks Coffee was delighted to complete a dual
lis�ng on the AQUIS Growth Market, post period
end, on 2 November 2022, as the hundredth
company to list on this market. The Directors
believe that this will be posi�ve for shareholders
and build liquidity and value over �me, in
par�cular, as the growth ambi�ons and values of
Cooks and AQUIS are aligned. Cooks was provided
with fast-track access to AQUIS, based on the
exis�ng New Zealand lis�ng, saving both �me and
cost. The company is listed under the �cker code
COOK on AQUIS.
The Company undertook a rights Issue, post period end, in October 2022 at 36 cents per share and raised
approximately $1.0m via cash and debt conversions. The Company is currently seeking to place the
shor�all.
In addi�on, the Company received an unsolicited approach to market a conver�ble note of up to $2.0m
and this process will conclude on 22 December 2022.
DUAL LISTING ON AQUIS
GROWTH MARKET
CAPITAL RAISING
(From le� to right: Elena Garside new UK Director with Aiden Keegan
MD Great Britain(right) and David Hodge�s MD Triple Two Coffee.)
Sales in all markets have been showing recovery following the Covid period with Saudi Arabia leading the
way with store sales up 86% for the period compared to FY22.
REST OF THE WORLD

6
Interim Report / 2022 - 2023
Appointment of new UK based Non-execu�ve
Director – Elena Garside
The Board are delighted to welcome Elena as the
Company’s first UK based Director. Elena “rang the
gong” to signify the official admission on Aquis and
the commencement of trading. Elena has significant
experience in financial and ESG communica�ons
with a focus on advising on current and emerging
trends within these fields, including responsible
inves�ng, and sustainable finance. Her clients have
included FTSE 100 and FTSE 250 companies, as well
as privately owned businesses and global
corpora�ons.
CORPORATE
CHAIRMAN’S STATEMENT
Chief Financial Officer
The Company appointed Craig Brown as CFO from 1
October 2022. Craig had been CFO of the Group
previously and has an excellent knowledge and
understanding of the Company, its people and
business model. In the first step toward consolida�ng
the Group’s finance func�ons in the UK we have
addi�onally appointed Abby Haran as a UK based
financial controller to work with Craig and streamline
the Group’s finance ac�vi�es in the UK and Ireland.
PEOPLE
(From le� to right: Elena Garside new UK Director with Aiden Keegan
MD Great Britain(right) and David Hodge�s MD Triple Two Coffee.)
Elena Garside
Craig Brown

7
SUMMARY AND OUTLOOK
CHAIRMAN’S STATEMENT
The Directors believe the prospects for the business in the balance of the financial year and beyond are
strong. The Company is commi�ed to building the business based on ethical principles and community
values. Store sales trends have been very posi�ve in recent �mes, with the Company benefi�ng from the
‘working from home’ trend, which we are confident will remain in one form or another and there is a solid
pipeline of new stores.
With both the Esquires and Triple Two brands achieving record daily sales per store in October 2022,
following strong performances in the first six months, the Directors are confident that the business models
are well suited to the current consumer market and these results are being achieved despite the concerns
being expressed regarding the general economic outlook. The Cooks Coffee model is based on a franchised
network and is very scalable in a capital light manner. With the focus on core markets, we believe that we
have cri�cal mass with an ability to grow.
We are con�nuing to seek to raise further capital in order to accelerate our growth and we believe that we
can achieve growing profitability in a sustainable manner. We look forward to providing further updates in
due course.
Keith Jackson
Execu�ve Chairman
Cooks Coffee Company Limited
Keith Jackson (Execu�ve Chairman)
+64 21 702 509 (New Zealand)
+44 (0) 20 3814 5627 (UK)
ukinvestorrela�ons@cookscoffeecompany.com
keith.jackson@cookscoffeecompany.com
VSA Capital Limited
(Aquis Corporate Adviser & Broker)
Andrew Raca, Simba Khatai, Alex Cabral(Corporate Finance)
David Scriven, Peter Ma�sson (Corporate Broking)
+44 (0) 20 3005 5000
IFC Advisory Limited (Financial PR & IR)
Tim Metcalfe, Graham Herring, Florence Chandler
+44 (0) 20 3934 6630
cookscoffee@investor-focus.co.uk
ENQUIRIES

Cooks Coffee Company Limited
Unaudited Condensed Interim Statement of Comprehensive Income
For the six months ended 30 September 2022
8


30 September30 September
20222021
Notes $'000$'000
Continuing operations
Revenue3,0993,665
Grant and other income122337
Raw materials and consumables used(318)(857)
Depreciation and amortisation(38)(30)
Net foreign exchange (losses)/gains(131)(48)
Employee costs(1,238)(1,328)
Other expenses(1,008)(1,113)
Operating profit488626
Interest Income581-
Finance costs(923)(498)
Profit before income tax146128
Income tax (expense)/credit--
Profit for the period from continuing operations146128
Net profit/(loss) for the period from discontinued operations(60)(69)
Net profit for the period attributable to shareholders8659
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Change in foreign currency translation reserve(24)(48)
Total comprehensive profit/(loss) for the period attributable
to shareholders
6211
Total comprehensive income/(loss) for the period
attributable to Shareholders of the parent arises from:
- Continuing operations12280
- Discontinued operations(60)(69)
6211
Profit/(loss) per share:
Basic and diluted profit/(loss) per share (New Zealand Cents)
from continuing and discontinued operations:
20.160.01
Basic and diluted profit/(loss) per share (New Zealand Cents)
from continuing operations:
20.280.02
Basic and diluted profit/(loss) per share (New Zealand Cents)
from discontinued operations:
2(0.12)(0.01)





















The attached notes form part of, and are to be read in conjunction with these financial statements
(342)

Cooks Coffee Company Limited
Unaudited Condensed Interim Statement of Change in Equity
For the six months ended 30 September 2022
9

Share CapitalForeign
Currency
Translation
Reserve
Share Based
Payment
Reserve
Accumulated
Profit /(Loss)
Total
Equity
Notes$'000$'000$'000$'000$'000
Balance at 1 April 202152,2202082,401(56,550)(1,721)
Comprehensive income/(loss) for the year
Loss for the year---(438)(438)
Other comprehensive income
Items that may be subsequently reclassified
to profit or loss:
Change in foreign currency translation reserve-(120)--(120)
Total comprehensive income/(loss) for the
year
-(120)-(438)(558)
Transactions with owners of the Company
Issue of ordinary shares4,677---4,677
Total contributions by owners of the
Company
4,677---4,677
Balance at 31 March 2022
56,897882,401(56,988)2,398
Balance at 1 April 202256,897882,401(56,988)2,398
Comprehensive income/(loss) for the period
Gain/(Loss) for the period---8686
Other comprehensive income
Items that may be subsequently reclassified
to profit or loss:
Change in foreign currency translation reserve-(24)--(24)
Total comprehensive income/(loss) for the
period
-(24)-8662
Transactions with owners of the Company
Total contributions by owners of the
Company
-----
Balance at 30 September 2022
56,897642,401(56,902)2,460
Attributable to Equity holders of the Company


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

Cooks Coffee Company Limited
Unaudited Condensed Interim Statement of Financial Position
For the six months ended 30 September 2022
10


30 September
31 March
2022
2022
Notes
$'000
$'000
Assets
Current Assets
Cash and cash equivalents
782
1,156
Trade and other receivables
1,375
1,244
Lease receivables
2,147
2,755
Other current assets
1,104
588
Assets classified as held-for-sale
18
18
Current Assets
5,426
5,761
Non-Current Assets
Property, plant and equipment
152
150
Right-of-use assets
1,686
1,642
Lease receivables
16,920
16,488
Goodwill
5,457
5,457
Intangible assets
7,262
7,262
Other non-current financial assets
15
15
Non-Current Assets
31,492
31,014
Total Assets
36,918
36,775
Liabilities
Current Liabilities
Trade and other payables
5,365
4,518
Deferred Revenue
867
1,119
Lease liabilities
2,386
2,920
Borrowings and other liabilities
3,140
3,457
Current Liabilities
11,758
12,014
Non-Current Liabilities
Deferred Revenue
1,694
1,473
Lease liabilities
18,425
18,226
Deferred tax liabilities
1,182
1,143
Borrowings and other liabilities
1,399
1,521
Non-Current Liabilities
22,700
22,363
Total Liabilities
34,458
34,377
Net Assets
2,460
2,398
Equity
Share capital
4
56,897
56,897
Accumulated losses
(56,902)
(56,988)
Foreign currency translation reserve
64
88
Share based equity reserve
2,401
2,401
Total Equity
2,460
2,398
Net tangible assets per share (New Zealand Cents)
(19.33)
(19.45)





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

Cooks Coffee Company Limited
Unaudited Condensed Interim Statement of Cash Flows
For the six months ended 30 September 2022

11

30-Sep
31-Mar
2022
2022
Notes
$'000
$'000
Operating activities
Cash was provided from:
Receipts from customers
2,937
6,363
Cash was applied to:
Interest cost
(283)
(381)
Payments to suppliers & employees
(2,680)
(6,614)
Net cash provided from/(applied to) operating activities
(26)
(632)
Investing activities
Cash was provided from:
Purchase of property, plant and equipment
(2)
(124)
Acquisition of intangible assets
-
(91)
Net cash provided from/(applied to) investing activities
(2)
(215)
Financing activities
Cash was provided from:
Proceeds from borrowings
-
981
Proceeds from share issue
-
902
Cash was applied to:
Principal elements of lease payments
(60)
(165)
Repayment of borrowings
(235)
(608)
Capital raising costs
(52)
-
Net cash provided from/(applied to) financing activities
(347)
1,110
Net increase/(decrease) in cash and cash equivalents held
(375)
263
Cash & cash equivalents at beginning of the year
1,156
886
Effect of exchange rate changes on foreign currency balances
-
7
Cash & cash equivalents at end of the year
782
1,156
Composition of cash and cash equivalents:
Bank balances
782
1,156























The attached notes form part of and are to be read in conjunction with these financial statements.
1
Cash was applied to:

Cooks Coffee Company Limited
Unaudited Condensed Interim Statement of Cash Flows
For the six months ended 30 September 2022

12

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


30-Sep
31-Mar
2022
2022
$'000
$'000
Profit/(Loss) after tax
86
(438)
Add non-cash items:
Deferred tax
Depreciation and amortisation
38
581
Share based payment reserve movement
Impairment loss
-
227
Net foreign exchange (losses)/gains
131
230
Revaluation of contingent consideration payable
-
(6,431)
Impairment of goodwill
-
5,983
Add/(Less) movements in assets/liabilities:
Trade and other receivables
734
3,371
Other short-term assets
(516)
696
Trade payables
(847)
(883)
Contract liabilities
31
(4,137)
Other liabilities
317
169
Net cash flow applied to operating activities
(26)
(632)





























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

Cooks Coffee Company Limited
Notes to and forming part of the Unaudited Interim Financial Statements
For the six months ended 30 September 2022
13


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

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

The Group has also separated operating segments for the business activities intended to be sold (now
relating to one owned Esquires store in the UK).

Segment information for the reporting period is as follows:
Continuing operations
30 September 2022
Global
franchising
& retail
UK & IRE
franchising
New
Zealand
Total
Global operational splits
$'000
$'000
$'000
$'000
Revenue
106
2,993
-
3,099
Grant and other income
-
122
-
122
Raw materials and consumables used
-
(318)
-
(318)
Depreciation and amortisation
-
(37)
(1)
(38)
Net foreign exchange (losses)/gains
48
-
(179)
(131)
Employee costs
-
(1,055)
(183)
(1,238)
Other expenses
508
(1,115)
(401)
(1,008)
Operating profit/(loss)
662
590
(764)
488
Finance costs
(1)
(7)
(334)
(342)
Profit(loss) before income tax
661
583
(1,098)
146
Income tax (expense)/credit
-
-
-
-
Profit/(loss) for the period from
continuing operations
661
583
(1,098)
146
Non-current assets
Intangible assets
42
5,739
1,481
7,262
Property, plant and equipment
-
148
4
152
Goodwill
-
5,457
-
5,457




Discontinued operations
30 September 2022UK retailTotal
Global operational splits$'000$'000
Revenue160160
Raw materials and consumables used(58)(58)
Depreciation and amortisation(1)(1)
Employee costs(92)(92)
Other expenses(65)(65)
Operating profit/(loss)(56)(56)
Interest Income- -
Finance costs(4)(4)
Profit(loss) before income tax(60)(60)
Income tax (expense)/credit- -
Loss for the period from discontinued operations(60)(60)
Non-current assets
Intangible assets66
Property, plant and equipment 1818



Profit/(loss)
Profit/(loss)

Cooks Coffee Company Limited
Notes to and forming part of the Unaudited Interim Financial Statements
For the six months ended 30 September 2022
14


Continuing operations
30 September 2021
Global
franchising
& retail
UK & IRE
franchising
New
Zealand
Total
Global operational splits
$'000
$'000
$'000
$'000
Revenue
120
3,522
23
3,665
Grant and other income
-
257
80
337
Raw materials and consumables used
(857)
-
(857)
Depreciation and amortisation
(28)
(2)
(30)
Employee costs
(1,128)
(200)
(1,328)
Other expenses
(1)
(816)
(344)
(1,161)
Operating profit/(loss)
119
950
(443)
626
Interest Income
-
-
Finance costs
(9)
(5)
(484)
(498)
Loss before income tax
110
945
(927)
128
Loss for the period from discontinued
operations
110
945
(927)
128
Non-current assets
Intangible assets
20
4,891
2,789
7,700
Property, plant and equipment
1
137
5
143
Goodwill
-
11,715
-
11,715



Discontinued operations
30 September 2021UK retailTotal
Global operational splits$'000$'000
Revenue287287
Other income1111
Raw materials and consumables used(79)(79)
Net foreign exchange (losses)/gains(154)(154)
Employee costs- -
Other expenses(133)(133)
Operating profit/(loss)(68)(68)
Finance costs- -
Loss before income tax(68)(68)
Loss for the period from discontinued operations(68)(68)
Non-current assets
Intangible assets- -
Property, plant and equipment 7171



Profit/(loss) before income tax
Profit/(loss) for the period from continuing

Cooks Coffee Company Limited
Notes to and forming part of the Unaudited Interim Financial Statements
For the six months ended 30 September 2022
15


1. General information

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

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

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

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

These financial statements for the six months ended 30 September 2022 have been prepared in
accordance with NZ IAS 34, Interim Financial Reporting and should be read in conjunction with the
financial statements published in the Annual Report for the year ended 31 March 2022. They also
comply with the International Accounting Standard 34 interim Financial Reporting (IAS 34).


2. Changes in significant accounting policies

Except as described below, the accounting policies applied by the Group in these consolidated interim
financial statements are the same as those applied by the Group in its consolidated financial statements
for the year ended 31 March 2022. The Group has not applied any standards, amendments and
interpretations that are not yet effective.


3. Profit/(loss) per share

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

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

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

The weighted average numbers of shares are calculated below:

30-Sep-2231-Mar-22
Weighted average ordinary shares issued53,059,493631,060,729
Weighted average potentially dilutive options issued --
Basic and diluted profit/(loss) per share (New Zealand
Cents) from continuing and discontinued operations:
0.16(0.07)
Basic and diluted profit/(loss) per share (New Zealand
Cents) from continuing operations:
0.28(0.01)
Basic and diluted profit/(loss) per share (New Zealand
Cents) from discontinued operations:
(0.12)(0.06)
Net tangible assets per share (New Zealand Cents)(19.33)(1.64)

Cooks Coffee Company Limited
Notes to and forming part of the Unaudited Interim Financial Statements
For the six months ended 30 September 2022
16


Due to the share consolidation, a retrospective adjustment to the loss per share is outlined below based
on the ordinary shares at 31 March 2022 being 53,059,493.

30-Sep-22
31-Mar-22
Weighted average ordinary shares issued
53,059,493
53,059,493
Basic and diluted profit/(loss) per share (New Zealand
Cents) from continuing and discontinued operations:
0.16
(0.83)
Basic and diluted profit/(loss) per share (New Zealand
Cents) from continuing operations:
0.28
(0.17)
Basic and diluted profit/(loss) per share (New Zealand
Cents) from discontinued operations:
(0.12)
(0.66)
Net tangible assets per share (New Zealand Cents)
(19.33)
(19.45)



4. Share Capital

The share capital of Cooks Global Foods Limited consists of issued ordinary shares, each share
representing one vote at the company’s shareholder meetings. The par value is nil (2022: nil). All shares
are equally eligible to receive dividends and the repayment of capital.

Movements of share capital
30-Sep-22
31-Mar-22
Number of Shares issued:
No. of Shares
No. of Shares
Ordinary shares opening balance
53,059,495
627,833,831
Ordinary shares issued
-
103,317,794
Ordinary shares consolidation
-
(678,092,130)
Total ordinary shares authorised at end of period
53,059,495
53,059,495
Movements of share capital
30-Sep-22
31-Mar-22
Value of Shares issued:
$'000
$'000
Ordinary shares opening balance
56,897
52,220
Ordinary shares issued less share issue expenses
-
4,677
Total ordinary shares authorised at period end
56,897
56,897


During the year ended 31 March 2022, the company issued 103,317,794 new shares (2021:
101,853,883) bringing the total issued shares to 775,890,965 which were consolidated into 15:1 as at
30 March 2022. The company now has 51,726,160 quoted shares and 1,333,333 non-voting shares on
issue at 30 September 2022. There were no shares cancelled.

At 30 September 2022, $nil of the ordinary share capital is unpaid (31 March 2022: $nil).

5. Related party transactions

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

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

Keith Jackson is a director of Cooks Investment Holdings Limited, Jackson & Associates Limited,
Ascension Capital and Weihai Station Limited and a trustee of Nikau Trust.
Mike Hutcheson is a director of Image Centre Limited and Lighthouse Ventures Holdings Limited.
Michael Ambrose is a director of Ashville Consultancy Limited.
Peihuan Wang is a director of Jiajiayue Holding Group Limited and Weihai Station Limited.
Tony McVerry is a director of Esquires Coffee Houses Ireland Limited.
Aiden Keegan is a director of Esquires Coffee UK Limited.

Cooks Coffee Company Limited
Notes to and forming part of the Unaudited Interim Financial Statements
For the six months ended 30 September 2022
17


Graham Hodgetts is a director of Triple Two Coffee Holdings Limited.
Sezan Walker is a director of Triple Two Coffee Holdings Limited.
David Hodgetts is a director of Triple Two Coffee Holdings Limited.
Alistair Tillen is a director of Triple Two Coffee Holdings Limited.


Transactions with related parties
30-Sep
31-Mar
2022
2022
$'000
$'000
Purchases of goods and services
Purchase of management services
90
180
Interest paid to related parties
118
300
Other transactions
Funding loans advanced by related parties
-
(662)



Balances outstanding with related parties
30-Sep
31-Mar
2022
2022
$'000
$'000
Outstanding balances arising from purchases of goods and
services
Entities controlled by key management personnel
827
723
Loans and other payables to related parties
Beginning of the year
1,875
4,410
Loans advanced
3
(662)
Loans converted to equity
-
(2,000)
Net foreign exchange effects
3
(23)
Interest charged
118
450
Interest paid
(157)
(300)
End of period
1,842
1,875



Director transactions
30-Sep
31-Mar
2022
2022
$'000
$'000
Directors fees
60
92
Salaries, wages and contractor payments
296
515
356
607



6. Capital Commitments, Contingent Liabilities

There were no capital commitments as at 30 September 2022 (31 March 2022: $nil).

There were no changes in capital commitments, contingent liabilities and contingent assets that would
require disclosure for the six months ended 30 September 2022 (31 March 2022: $nil).

Cooks Coffee Company Limited
Notes to and forming part of the Unaudited Interim Financial Statements
For the six months ended 30 September 2022
18


7. Going Concern

The Group reported a comprehensive profit of $62,000 (2021: $11,000) for the six-month period to 30
September 2022.

Operating net cash outflow for the six-month period to 30 September 2022 was $26,000. For the twelve-
month period ended 31 March 2022 the net cash outflow was $632,000.

As at 30 September 2022 the Group has reported Net Assets of $2,460,000 (at 31 March 2022:
$2,398,000) and current liabilities exceed current assets by an amount of $6,332,000 (at 31 March 2022:
$6,253,000).

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

The Directors forecast that the Group can manage its cash flow requirements at levels appropriate to
meet its cash commitments for the foreseeable future being a period of at least 12 months from the date
of authorisation of these consolidated financial statements. In reaching this conclusion, the Directors
have considered the achievability of the plans and assumptions underlying those forecasts. The key
assumptions include:
• Opening multiple new stores in the United Kingdom in FY23, with a net four new sites already
opened in the first half of the year, and in excess of a further ten sites confirmed for the second
half of the year.
• Group’s ability to successfully conclude remaining discussions regarding the roll-over of existing
debt.
• Group’s ability to raise further debt or equity funds as a strategy to re-gear the balance sheet as
part of the overall restructuring plan that is still in progress.
• The ability of related parties of Keith Jackson to continue to provide funding as required, and
market conditions which the Group operates in, including any further impact of Covid-19, existing
recessionary pressures, and the economic impact of the current Ukrainian/Russian conflict.

The Directors have reasonable expectation that the Group has sufficient headroom in its cash resources
and shareholder support to allow the Group to continue to operate for the foreseeable future or
alternatively it can manage its working capital requirements to create additional required headroom.
Any significant departure from the above assumptions may cast significant doubt over the ability to
continue as a going concern for the foreseeable future.
Whilst the Directors acknowledge that there are capital raising, credit, exchange and liquidity risks in
the global economic market in which the Group operates, they are confident that additional capital or
funding will be sourced by the Group. In particular, the Directors have received a confirmation from
related parties of Keith Jackson, that they will continue to financially support the Group for the
foreseeable future. They note the Group has a track record of obtaining financial support from
cornerstone investors and related parties and, where necessary, negotiating the deferment of debt
repayments.
The Directors are also confident that operating cash flows will continue to improve as a result of the
recovery from the various government imposed restrictions related to Covid-19, restructuring activities
that have been undertaken, and the disposal of remaining assets held for sale in the UK, to reduce the
extent of cash outflow and improve profitability.
The Directors continue to consider other opportunities to further improve the Group’s cash position
which include discussing collaborations with partners overseas, negotiations with potential strategic
equity partners, investigating new facility lines, ongoing discussions in the UK and Ireland relating to
potential acquisitions, and greater focus on improving existing core business activities.

Cooks Coffee Company Limited
Notes to and forming part of the Unaudited Interim Financial Statements
For the six months ended 30 September 2022
19


After considering all available information, the Directors have concluded that there are reasonable
grounds to believe that the forecasts and plans are achievable, the Group will be able to pay its debts
as and when they become due and payable, there is sufficient headroom in available cash resources,
and the basis of preparation of the financial report on a going concern basis is appropriate.
Should the Group be unable to continue as a going concern it may be required to realise its assets and
discharge its liabilities other than in the normal course of business and at amounts different to those
stated in the consolidated financial statements. The consolidated financial statements do not include
any adjustments relating to the recoverability and classification of asset carrying amounts or the amount
of liabilities that might result should the Group be unable to continue as a going concern and meets its
debts as and when they fall due.

8. Subsequent Events

As a result of a rights issue undertaken in October (and part allotment under associated shortfall
placement) the Group issued an additional 2,797,814 new ordinary shares on the 2
nd
of November 2022.
These shares were issued at a price of NZ$0.36 (£0.18) per share. In addition, and to ensure compliance
with the Takeovers Code, the Trustees of the Nikau Trust agreed with the company to reclassify
1,035,667 of their existing ordinary shares as non-voting shares, reducing the number of ordinary shares
on issue.

These shares were issued for cash and as a set off against debts owed by the Group.

As previously forecast, the Group completed its dual listing on the Access Segment of the Aquis Stock
Exchange (“AQSE”) Growth Market, with trading commencing on 2
nd
November 2022. Ordinary shares
now trade on AQSE under the ticker “COOK”.

8
Interim Report / 2022 - 2023
COMPANY DIRECTORY
Company number:
Year of incorporation:
Registered office:
Nature of business:
2089337
2008
Level 1, 96 St Georges Bay Road
Parnell, Auckland, 1052
Food & beverage industry
DIRECTORS
SOLICITORS
BANKERS
AUDITORS
SHARE REGISTRY
Graeme Keith Jackson
Michael George Rae Hutcheson
Michael Ambrose
Elena Garside
Paul Elliott
Peihuan Wang
Link Market Services Limited, Auckland
Chapman Tripp, Auckland
ANZ Bank, New Zealand
William Buck Audit (NZ) Limited