CCC Preliminary Half Year Results

30 November 2023

Cooks Coffee Company Limited
Interim Results – 6 Months to 30
th
September 2023
STORE SALES GROWTH INDICATES A BOUYANT 2024 FOR COOKS

Cooks Coffee Company (NZX:CCC; AQUIS:COOK), the international coffee focused café chain, is pleased to
announce its interim results for the six months ended 30 September 2023.


Period Highlights

•
Store sales in the UK increased by 22% to NZ$17.8m compared to last year and by 58%
compared to 2019 pre Covid trading as the development in suburban areas and smaller market
towns rather than the larger cities gained further momentum.

•
Store sales in Ireland increased 12% to $9.9m. Sales were impacted by a devastating fire in the
Longford store in September 2022. The store will fully re-open in early 2024 and in the interim
the store operates from a temporary site that was opened six weeks after the fire.

•
Profit from continuing operations for UK & Ireland at $0.8m were up 40% on H1 FY23 of $0.6m

•
Net positive cash generation provided from operating activities of $0.3m for the six months
compared to a cash outflow from operating activities of $0.5m for the same period last year.


Post Period Events

•
Pipeline of store openings robust and underpinned by strong consumer demand
•
The Company has entered into an agreement to establish a Regional Developer (“RD”) in the UK
for the Southwest, South Wales & West Midlands. The RD will focus on store growth and build on
the success of this model in the Southeast, London, East England & East Midlands regions, which
has proved very successful to date.

•
Further discussions are underway to secure agreements for the remaining regions, and we are
confident of securing suitable partners before the end of the financial year.
•
New store locations have focused on suburban areas and market towns where the ongoing impact
of the permanent post Covid changes in consumer behaviour have led to positive store performance.
•
The Company appointed RSM UK Restructuring Advisory LLP as liquidators to its Triple Two coffee
franchise business, comprising Triple Two Holdings Limited and its subsidiaries. The Esquires
business is not affected by the Triple Two process however the company has fully impaired the
investment in the September group accounts.

Chairman’s Statement
We are delighted by the strong trading performance in the first half with store revenues up in the core markets of
UK & Ireland up 18% compared to last year and overall store numbers at the end of September 2023 were 68
(not including Triple Two), a net gain of six stores (10% for the 6 months).

The Directors believe the prospects for the business for the remainder of the financial year and beyond are strong.
The Company is committed to building the business based on ethical principles and community values. Store
sales trends have been very positive in recent times, with the Company benefiting from the ‘working from home’
trend, which we are confident will remain in one form or another as a permanent change in consumer behaviour
in the post Covid environment. There is a solid pipeline of new stores in both core markets of UK & Ireland that
will build upon the growth for FY24 to date. As a result, the Board is confident about the prospects of the business.

Overall store numbers at the end of September 2023 were 94, a net gain of six stores during the six-month period,
with the number of stores in the UK and Ireland growing to 68 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 one to the franchised network in the UK and Ireland during the
period. The number of stores is expected to grow in the second half of the year, with eight store openings planned
in the UK and two in Ireland which we anticipate will take the store numbers to 78 in the UK and Ireland by the
end of March 2023 with the total store numbers expected to reach 105 across the system internationally.
The positive operating cash flow of $0.330m compared to an operating cash outflow of $0.484m in the same
period last year confirms the positive direction of travel for the Company.
Business Performance
Esquires United Kingdom
UK store numbers were 53 at the end of September 2023, up from 49 as of 31 March 2023. Sales from the
Esquires outlets for the six months were up 58% on the pre covid period from April to September 2019 and up
22% on the same period in FY23. Record sales per store have been recorded in September and again, post
period end, in October.
The average store sales for the first six months rose 16% compared to FY23 and 25% compared to FY20 as the
strategy of enhancing store locations is being implemented.
With a new Regional Developer joining the group after acquiring the Franchise rights to the Southwest, South
Wales & West Midlands, the company expects the rate of store sales growth to accelerate.
The UK branded café market as of January 2023 is reported by Allegra to have 9,885 stores and is projected to
grow at 3.4% CAGR to 2028 when the numbers are branded stores are estimated to be 11,696. The Esquires
current share of stores is 0.5% and the company is planning to grow this to at least 1.0% by 2028.
Esquires Ireland
Store sales in Ireland for the period were up 12% compared to 2022. The excellent Longford café suffered a
devastating fire in September 2022. The building and café were destroyed but are being rebuilt and are planned
to reopen in early 2024. However, in the short term, the franchisees and staff after just six weeks established a
temporary outlet on the site and leased a vacant warehouse to enable seating for customers to continue to be
served during the rebuilding phase.
Two new stores opened during the period, with 15 trading stores operating at the end of September 2023. During
the period the Irish company achieved its record sales week in August and growth in the second quarter (July to
September) averaged 14% compared to 4% for the first quarter of FY24.
Our Galway store was nominated for inclusion in the Top 10 best breakfasts in Ireland and it has received a further
accolade by recently being awarded the number three spot in the ‘Top 10 coffee spots in Ireland’. In addition, the
Company is proud of the fact that the Galway store, for the last seven years, has also been the number one for
cafes on Trip Advisor for best loved coffee shop in Galway.

The Irish branded café market is reported by Allegra to have 680 as at March 2023 stores and is projected to grow
at 3.9% CAGR to 2028 when the numbers are branded stores are estimated to be 821. The Esquires current
share of stores is 2.2% and the company is confident of increasing this in the future.

International

A recent Allegra Project Café Middle East report concluded that the Saudi Arabian coffee shop market was driving
wider Middle East growth and that Saudi Arabia had invested heavily in coffee production, developing local brands,
and encouraging foreign investment to elevate international out-of-home coffee culture. The country has added
556 outlets in the last year to reach 3,556 in total, representing growth of 18.5% over the period.
Consumers are becoming more knowledgeable and more willing to embrace the specialty coffee experience and
are highly receptive to out-of-home Western coffee concepts. Optimism across the Middle East for the future of
the branded coffee shop market is high, with long-term growth anticipated. Allegra predicts the total Middle
Eastern branded coffee shop industry will grow at 5.9% CAGR for the period to 2027.

The Company is well positioned via our Middle Eastern Master Franchise partners in Saudi Arabia, Bahrain,
Kuwait & Jordan to share in this projected growth.

In Pakistan the Esquires business is growing under a new Master Franchisee with store sales for the 6 months to
September at double the levels of 12 months ago.

ESG
•
The Company’s contract coffee roastery is believed to be the first roastery in the world to be certified
carbon neutral and has achieved the carbon neutral Gold Standard.
•
The Company’s coffee is 100% Fairtrade and organic.
•
Eco friendly thermal mugs & Keep Cups on sale with reduction in menu pricing when refilling.
•
100% recyclable disposable take out cups, paper bags and serviettes.
•
Still water introduction of paper-based bottles to replace plastic.
•
Bio Ferma plant-based cleaning products with a view to replacing toxic chemicals.
•
Biodegradable paper-based straws to replace plastic.
•
Wooden cutlery and paper-based plates to replace plastic in certain locations.
•
Digital menu screens to save on having to change paper-based menus.

The Company’s Directors and management appreciate the importance of environmental issues and the way its
business can contribute to reducing its carbon footprint. As a result, it will continue to prioritise its environmental
focus highlighted by the Company's contract coffee roastery believed to be the first roastery in the world to be
certified carbon neutral and has achieved the carbon neutral Gold Standard.
Esquires is committed to maintaining its premier coffee quality status and is at the forefront of technology adoption
to enhance the quality of its drinks. To achieve this, Esquires is installing the BIBE Coffee IoT devices inside the
coffee machines across its network. These world leading devices pair with the coffee machines, connect to the
Cloud in order and provide analytics on the quality of each coffee cup. This enables the Company and franchisees
to standardise the quality of espresso beverages, reduce coffee waste and streamline coffee machine
maintenance.
Furthermore, to better recognise the importance of loyalty and repeat custom Esquires has developed and
recently introduced an APP and loyalty scheme which has received very encouraging customer responses.
Corporate - Transition to UK
The Company is continuing its planned transition to relocate the business to the UK where most of the business
operates. This will enable efficient working practices and focus the business on its growth strategy in the UK and
Ireland.
Triple Two
The Triple Two business, which consisted of 11 operating franchised stores at the end of September 2023, was
placed into voluntary administration on 23 October 2023. The growth potential of this business was evident prior
to the Covid pandemic; however, this could not be maintained and it was unable to recover from the store closures
and changing market dynamic that followed. The resulting market conditions did not assist the Triple Two business
model because of the very different trading environment. Whilst growth had been evident in the first half of FY23
the factors referred to above led to store closures in the second half and reduced overall sales. The Directors
were left with no option than to place this business into voluntary administration to protect the position of the
Cooks Coffee business.
As a result of this action the company fully impaired the Triple Two investment of $4.8m and this has led to
reporting a negative equity position for the group of $3.6m at the end of September 2023. The investment into
Triple Two was made in shares issued in June 2020. Directors note that the remaining write down as per above
was in addition to the impairment of Goodwill reported in the March 2023 full year report of $2.5m.
In accordance with the above, under IFRS5 the Triple Two subsidiaries have been included under discontinued
operations in September 2023 and the September 2022 results have been restated accordingly. The Group
results have been consolidated Under IFRS10 which means that the Triple Two entities have not been included
as at 30 September 2023 due to loss of control on 29
th
September 2023.
The Directors recognise that the full impairment of the Triple Two investment has resulted in the balance sheet
showing a negative equity position. The company is confident that the operational profit and cash generation

projections for the balance of FY24 and into FY25 and beyond that will build on the positive cash generation in
the 6 months to September 2023 will provide adequate cash for the company as it continues its growth based on
the core Esquires businesses in UK & Ireland that both have more than 20 years of experience in the markets.
Summary and Outlook
The Directors believe the prospects for the business in the balance of the financial year and beyond are strong.
The Company is committed to building the business based on ethical principles and community values. Store
sales trends have been very positive in recent times, with the Company benefiting from the ‘working from home’
trend, which we are confident will remain in one form or another as a permanent change in consumer behaviour
in the post covid environment. There is a solid pipeline of new stores in both core markets of UK & Ireland.
Esquires UK achieved record daily sales per store in October 2023 and following a strong performance in the first
six months, the Directors are confident that the business models are well suited to the current consumer market
and these positive results are being achieved despite the concerns being expressed regarding the general
economic outlook. The expansion of the successful Regional Development model will assist in accelerating growth
in the network.
The Cooks Coffee model is based on a locally focused franchised network and is very scalable in a capital light
manner. With the focus on core markets, we believe that we have critical mass with an ability to grow rapidly in
an exciting growth market.
In Ireland the Longford store will reopen in the early part of 2024 and there is a solid pipeline of new store
opportunities despite the cost of funding.
The Company expects to have up to 80 Esquires outlets operating in UK & Ireland by the end of March 2024 with
more than 100 operating in total internationally and is confident of the growth potential for all markets in the future.
Keith Jackson
Executive Chairman
Note: The Company’s reporting currency is New Zealand Dollars (“$”)

Enquiries:

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

+44 (0) 20 3934 6630 (UK)

ukinvestorrelations@cookscoffeecompany.com



IFC Advisory Limited (Financial PR & IR) +44 (0) 20 3934 6630
Tim Metcalfe, Graham Herring, Florence Chandler

cookscoffee@investor-focus.co.uk



Oberon Capital +44 (0) 20 3179 5300
Nick Lovering, Adam Pollock, Mike Seabrook

Angela Griffen +64 (0) 27 578 0889
angela@angelagriffen.com

Unaudited Condensed Interim Statement of Change in Equity
For the six months ended 30 September 2023



30
September
Restated

30
September
Previously
reported
30
September
2023 2022 2022
Notes $’000 $’000 $’000
Continuing operations
Revenue 2,040 2,062 3,099
Grant and other income 119 110 122
Raw materials and consumables used (13) (53) (318)
Depreciation and amortisation (32) (30) (38)
Net foreign exchange (losses)/gains (9) (132) (131)
Employee costs (960) (792) (1,238)
Other expenses (1,197) (699) (1,008)
Operating profit / (loss) (52) 466 488
Interest Income 657 581 581
Finance costs (924) (922) (923)
Profit / (Loss) before income tax (319) 125 146
Income tax (expense)/credit - - -
Profit / (Loss) for the period from continuing
operations
(319) 125 146
Net profit/(loss) for the period from discontinued
operations
(5,272) (39) (60)
Net profit / (Loss) for the period attributable to
shareholders
(5,591) 86 86
Other comprehensive income
Items that may be subsequently reclassified to
profit or loss

Change in foreign currency translation reserve 435 (24) (24)
Total comprehensive profit/(loss) for the
period attributable to shareholders
(5,156) 62 62

Total comprehensive income/(loss) for the
period attributable to Shareholders of the
parent arises from:

- Continuing operations 190 101 122
- Discontinued operations (5,346) (39) (60)
(5,156) 62 62

Profit/(loss) per share:
Basic and diluted profit/(loss) per share (New
Zealand Cents) from continuing and discontinued
operations:
2 (9.46) 0.12 0.16
Basic and diluted profit/(loss) per share (New
Zealand Cents) from continuing operations:
2 (0.54) 0.19 0.28
Basic and diluted profit/(loss) per share (New
Zealand Cents) from discontinued operations:
2 (8.92) (0.07) (0.12)



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

Unaudited Condensed Interim Statement of Change in Equity
For the six months ended 30 September 2023



Attributable to Equity holders of the Company
Share Capital Foreign
Currency
Translation
Reserve
Share Based
Payment
Reserve
Accumulated
Profit/(Loss)
Total Equity
Notes $’000 $’000 $’000 $’000 $’000
Balance at 1 April 2022 56,897 88 2,401
(56,988)
2,398
Comprehensive income/(loss) for the year
Gain/(Loss) for the year - - - (3,316) (3,316)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Change in foreign currency translation reserve - 883 - - 883
Total comprehensive income/(loss) for the year - 883 - (3,316) (2,433)
Transactions with owners of the Company
Issue of ordinary shares 1,448 - - - 1,448
Total contributions by owners of the Company 1,448 - - - 1,448

Balance at 31 March 2023 58,345 971 2,401 (60,304) 1,413
Balance at 1 April 2023

Comprehensive income/(loss) for the period
Gain/(Loss) for the period - - - (5,591) (5,591)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Change in foreign currency translations reserve - 435 - - 435
Total comprehensive income/(loss) for the period - 435 (5,591) (5,156)
Transactions with owners of the Company
Issue of ordinary shares 150 - - - 150
Total contributions by owners of the Company 150 - - - 150

Balance at 30 September 2023 58,495 1,406 2,401 (65,895) (3,593)

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

Unaudited Condensed Interim Statement of Financial Position
For the six months ended 30 September 2023



30 September 31 March
2023 2023
Notes $’000 $’000
Assets
Current Assets
Cash and cash equivalents 381 445
Trade and other receivables 1,248 1,323
Lease receivables 2,320 2,155
Other current assets 622 795
Assets classified as held-for-sale 16 16
Current Assets 4,587 4,734

Non-Current Assets
Property, plant and equipment 114 142
Right-of-use assets 164 1,604
Lease receivables 17,693 17,427
Goodwill - 3,072
Intangible assets 2,831 6,881
Other non-current financial assets 15 15
Non-Current Assets 20,817 29,141

Total Assets 25,404 33,875

Liabilities
Current Liabilities
Trade and other payables 4,717 4,440
Deferred Revenue 178 1,507
Lease liabilities 2,368 2,382
Borrowings and other liabilities 2,137 2,668
Current Liabilities 9,400 10,997

Non-Current Liabilities
Deferred Revenue 520 114
Lease liabilities 17,856 18,932
Deferred tax liabilities - 1,036
Borrowings and other liabilities 1,221 1,383
Non-Current Liabilities 19,597 21,465

Total Liabilities 28,997 32,462

Net Assets/(Liabilities) (3,593) 1,413

Equity
Share capital 4 58,495 58,345
Accumulated losses (65,895) (60,304)
Foreign currency translation reserve 1,406 971
Share based equity reserve 2,401 2,401
Total Equity (3,593) 1,413

Net tangible assets per share (New Zealand
Cents)
(10.86) (12.36)



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

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


Unaudited Condensed Interim Statement of Cash Flows
For the six months ended 30 September 2023


30 September 31 March
2023 2023
Notes $’000 $’000
Operating activities
Cash we provided from:
Receipts from customers 3,729 7,070
Cash was applied to:
Interest cost (269) (526)
Payments to suppliers & employees (3,130) (7,028)
Net cash provided from/(applied to) operating activities 330 (484)

Investing activities
Cash was applied to:
Purchase of property, plant and equipment (9) (56)
Net cash provided from/(applied to) investing activities (9) (56)

Financing activities
Cash was provided from:
Proceeds from borrowings 660 100
Proceeds from share issue - 587
Cash was applied to:
Principal elements of lease payments (181) (175)
Repayment of borrowings (657) (683)
UK Listing & Professional costs (207) -
Net cash provided from/(applied to) financing activities (385) (171)

Net increase/(decrease) in cash and cash equivalents
held
(64) (711)
Cash & cash equivalents at beginning of the year 445 1,156
Cash & cash equivalents at end of the year 381 445

Composition of cash and cash equivalents:
Bank balances 381 445

Unaudited Condensed Interim Statement of Cash Flows
For the six months ended 30 September 2023

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 September 31 March
2023 2023
$’000 $’000

Profit/(Loss) after tax (5,591) (3,316)

Add non-cash items:
Depreciation and amortisation 32 850
Impairment loss 82 448
Net foreign exchange (losses)/gains 9 110
Impairment of goodwill - 2,497
Release of liabilities (337)
Disposal of subsidiary 4,788 -

Add/(Less) movements in assets/liabilities: 1,010 (736)

Net cash flow applied to operating activities 330 (484)





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

Notes to and forming part of the Unaudited Interim Financial Statements
For the six months ended 30 September 2023



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 2023 Global
franchising
& retail
UK & IRE
franchising
New
Zealand
Total
$’000 $’000 $’000 $’000
Global operational splits
Revenue 36 2,006 (2) 2,040
Grant and other income - 119 - 119
Raw materials and consumables used - (13) - (13)
Depreciation and amortisation - (31) (1) (32)
Net foreign exchange (losses)/gains 4 5 (18) (9)
Employee costs - (873) (87) (960)
Other expenses (88) (411) (698) (1,197)
Operating profit/(loss) (48) 802 (806) (52)
Finance costs - (18) (249) (267)
Profit/(loss) before income tax (48) 784 (1,055) (319)
Income tax (expense)/credit - - - -
Profit/(loss) for the period from
continuing operations
(48) 784 (1,055) (319)

Non-current assets
Intangible assets 42 1,308 1,481 2,831
Property, plant and equipment - 98 2 100


Discontinued
operations
30 September 2023 UK Franchising &
retail
Total
$’000 $’000
Global operational splits
Revenue 1,074 1,074
Raw materials and consumables used (258) (258)
Depreciation and amortisation (6) (6)
Employee costs (494) (494)
Other expenses (791) (791)
Operating profit/(loss) (475) (475)
Finance costs (9) (9)
Loss on disposal of subsidiary (4,788) (4,788)
Profit/(loss) before income tax (5,272) (5,272)
Income tax (expense)/credit - -

Profit/)loss) for the period from continuing
operations
(5,272) (5,272)




Non-current assets

Property, plant and equipment 144 14




Continuing Operations
30 September 2022 - Restated Global
franchising
& retail
UK & IRE
franchising
New
Zealand
Total
$’000 $’000 $’000 $’000
Global operational splits
Revenue 106 1,956 - 2,062
Grant and other income - 110 - 110
Raw materials and consumables used - (53) - (53)
Depreciation and amortisation - (29) (1) (30)
Net foreign exchange (losses)/gains 48 - (179) (131)
Employee costs - (609) (183) (792)
Other expenses 508 (807) (401) (700)
Operating profit/(loss) 662 568 (764) 466
Finance costs (1) (6) (334) (341)
Profit/(loss) before income tax 661 562 (1,098) 125
Income tax (expense)/credit - - - -
Profit/)loss) for the period from
continuing operations
661 562 (1,098) 125

Non-current assets
Intangible assets 42 1,308 1,481 2,831
Property, plant and equipment - 83 4 87
Goodwill - - - -




Discontinued operations
30 September 2022 - Restated UK retail Total
$’000 $’000
Global operational splits
Revenue 1,197 1,197
Grant and other income 12 12
Raw materials and consumables used (323) (323)
Depreciation and amortisation (9) (9)
Employee costs (538) (538)
Other expenses (373) (373)
Operating profit/(loss) (34) (34)
Finance costs (5) (5)
Profit/(loss) before income tax (39) (39)
Income tax (expense)/credit - -
Profit/(loss) for the period from
continuing operations
(39) (39)

Non-current assets

Intangible assets 4,438 4,438
Property, plant and equipment 83 83
Goodwill 5,457 5,457





Continuing Operations
30 September 2022 – Previously
Reported
Global
franchising
& retail
UK & IRE
franchising
New
Zealand
Total
$’000 $’000 $’000 $’000
Global operational splits
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 2022 – Previously
Reported
UK retail Total
$’000 $’000
Global operational splits
Revenue 160 160
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)
Finance costs (4) (4)
Profit/(loss) before income tax (60) (60)
Income tax (expense)/credit - -
Profit/)loss) for the period from
continuing operations
(60) (60)

Non-current assets
Intangible assets 6 6
Property, plant and equipment 18 18

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 2023 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 2023. 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 2023. The Group has not applied any standards,
amendments and interpretations that are not yet effective.


3. Profit/(loss) per share

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

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

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

The weighted average numbers of shares are calculated below:

30 September
2023
31 March 2023

Weighted average ordinary shares issued 59,126,837 55,526,579
Weighted average potentially dilutive options issued - -
Basic and diluted profit/(loss) per share (New Zealand
Cents) from continuing and discontinued operations:
(9.46) (5.97)
Basic and diluted profit/(loss) per share (New Zealand
Cents) from continuing operations:
(0.54) (5.80)
Basic and diluted profit/(loss) per share (New Zealand
Cents) from discontinued operations:
(8.92) (0.17)

Net tangible assets per share (New Zealand Cents) (10.86) (12.36)


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 (2023: nil). All
shares are equally eligible to receive dividends and the repayment of capital.

Movement of share capital 30 September 2023 31 March 2023
Number of Shares issued: No. of Shares No. of Shares
Ordinary shares opening balance 60,726,348 53,059,494
Ordinary shares issued 569,444 7,666,854
Ordinary shares cancelled (3,388,837) -
Total ordinary shares authorised at end of
period
57,906,955 60,726,348

Movements of share capital 30 September 2023 31 March 2023
Value of Shares issued: $’000 $’000
Ordinary shares opening balance 58,345 56,897
Ordinary shares issued less share issue expenses 150 1,448
Total ordinary shares authorised at period end 58,495 58,345


The company now has 56,699,955 quoted shares and 1,207,000 non-voting shares on issue at 30
September 2023. During the year, 3,388,837 shares were cancelled at $nil value and 569,444
shares were issued on 28 August 2023 at a value of $150,000.

At 30 September 2023, $nil of the ordinary share capital is unpaid (31 March 2023: $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, Weihai Station Limited, Triple Two Holdings Limited, Triple Two Coffee Franchise
Limited, TTC Contractors Limited, Triple Two Coffee Property Limited and Triple Two Coffee London
Limited and a trustee of Nikau Trust.
Mike Hutcheson is a director of Image Centre Limited and Lighthouse Ventures Holdings Limited.
Paul Elliott is a director of Elliott Capital Advisors Limited.
Michael Ambrose is a director of Ashville Consultancy Limited.
Peihuan Wang is a director of Jiajiayue Holding Group Limited and Weihai Station Limited.
Elena Garside is a director of Garside & Garside Ltd
Tony McVerry is a director of Esquires Coffee Houses Ireland Limited.
Aiden Keegan is a director of Esquires Coffee UK Limited, Triple Two Coffee Holdings Limited, Triple
Two Coffee Franchise Limited, TTC Contractors Limited, Triple Two Coffee Property Limited and
Triple Two Coffee London Limited.
David Hodgetts was a director of Triple Two Coffee Holdings Limited, Triple Two Coffee Franchise
Limited, TTC Contractors Limited, Triple Two Coffee Property Limited and Triple Two Coffee London
Limited until 31 July 2023.
Sezan Hodgetts was a director of Triple Two Coffee Holdings Limited, Triple Two Coffee Franchise
Limited, TTC Contractors Limited, Triple Two Coffee Property Limited and Triple Two Coffee London
Limited until 31 July 2023.
Graham Hodgetts was a director of Triple Two Coffee Holdings Limited, Triple Two Coffee Franchise
Limited, TTC Contractors Limited, Triple Two Coffee Property Limited and Triple Two Coffee London
Limited until 31 March 2023.

Alistair Tillen was a director of Triple Two Coffee Holdings Limited, Triple Two Coffee Franchise
Limited, TTC Contractors Limited, Triple Two Coffee Property Limited and Triple Two Coffee London
Limited until 31 May 2023


Transactions with related parties
30 September 31 March
2023 2023
$’000 $’000
Purchases of goods and services
Purchase of management services 120 240

Interest paid to related parties 111 314

Other transactions
Related party receivables - 255
Subscriptions for new ordinary shares - 500
Funding loans advanced by related parties 60 39



Balances outstanding with related parties
30 September 31 March
2023 2023
$’000 $’000
Outstanding balances arising from purchases of goods
and services

Entities controlled by key management personnel 661 441

Loans to related parties
Beginning of the year 1,842 1875
Loans advanced 60 39
Net foreign exchange effects 4 (1)
Interest charged 111 243
Interest paid (111) (314)
Balance end of period 1,906 1,842

Other receivables from related parties
Issued capital not yet received - 255



Director transactions
30 September 31 March
2023 2023
$’000 $’000
Directors’ fees 137 144
Salaries, wages and contractor payments 745 1,010
Share based payments 30 29
912 1,183



6. Capital Commitments, Contingent Liabilities

There were no capital commitments as at 30 September 2023 (31 March 2023: $nil).

There were no changes in capital commitments, contingent liabilities and contingent assets that
would require disclosure for the six months ended 30 September 2023 (31 March 2023: $nil).




7. Going Concern

The Group reported a comprehensive loss of $5,156,000 (2022: $62,000) for the six-month period
to 30 September 2023. This included the write down of $4,788,000 related to the impairment of the
Triple Two investment.

Operating net cash inflow for the six-month period to 30 September 2023 was $330,000. For the
twelve-month period ended 31 March 2023 the net cash outflow was $484,000.

As at 30 September 2023 the Group has reported Net Liabilities of $3,593,000 (at 31 March 2023:
$1,413,000) and current liabilities exceed current assets by an amount of $4,813,000 (at 31 March
2023: $6,263,000).

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 six 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.
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
activities that are being 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.

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

In November 2023 Esquires UK concluded an agreement for the sale to a Regional Developer for
the Southwest UK, South Wales & West Midlands regions. The company is confident that the new
business partners will accelerate growth within these regions and build the company’s market share
over time.

---

Template
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)



Results for announcement to the market
Name of issuer Cooks Coffee Company Limited
Reporting Period 6 months to September 2023
Previous Reporting Period 6 months to September 2022
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$2,040 (1.1%)
Total Revenue $2,159 (0.6%)
Net profit/(loss) from
continuing operations
($319) (355.2%)
Total net profit/(loss) ($5,591) (6601.2%)
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
($0.1086) ($0.1933)
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 2023. These financial statements and the half year
results commentary dated 29 November 2023 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
Keith Jackson
Contact person for this
announcement
Keith Jackson – Executive Chairman
Contact phone number +64 21 702 509
Contact email address Keith.Jackson@cookscoffeecompany.com
Date of release through MAP 30/11/2023

Unaudited financial statements accompany this announcement.

---

Capital Change Notice

Updated as at June 2023


Section 1: Issuer information
Name of issuer Cooks Coffee Company Limited
NZX ticker code CCC
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZCFGE0001S7
Currency NZD
Section 2: Capital change details
Number issued 569,444
Nominal value (if any) Not applicable
Issue price per security $0.24
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products
issued (calculated on the number of Financial
Products of the Class, excluding any Treasury
Stock, in existence)
1.014%
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
Not applicable
Reason for issue and specific authority for issue (the
reason for change must be identified here)
Shares issued to satisfy certain debts
owed by the Company to those
subscribers.
Total number of Financial Products of the Class
after the issue (excluding Treasury Stock) and the
total number of Financial Products of the Class held
as Treasury Stock after the
issue/acquisition/redemption.
56,699,955 quoted ordinary shares.
1,207,000 unquoted non-voting shares
(which may be reclassified as quoted
ordinary shares)
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Board resolutions dated 28 August 2023
and NZX Listing Rule 4.5.1.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Shares to rank equally with existing fully
paid ordinary quoted shares in the
Company.
Date of issue 29/8/2023

Section 3: Authority for this announcement and contact person
Name of person authorised to make this
announcement
Keith Jackson
Contact person for this announcement Keith Jackson
Contact phone number +64 21 702 509
Contact email address keith.jackson@cookscoffeecompany.com
Date of release through MAP 29/11/2023