4th November 2024
Samarkand Group plc
("Samarkand", the "Company" or together with its subsidiaries the "Group")
Interim Results
Shift in Strategy to Owned Brands Progressing Well
Samarkand Group plc, (AQSE:SMK), the consumer brand owner and cross border eCommerce distribution services group announces its unaudited interim results for the half year ending 30 September 2024 ("H1 2025").
As stated in our annual results FY24, our future is as a scale up platform for meaningfully different, high potential, niche brands in the health and healing space, targeted at specific consumer segments with long term growth potential, specifically natural herbal health and beauty and fertility and reproductive health.
The Group has made strong progress in shifting its strategy to focus on growing our portfolio of owned brands (Napiers the Herbalists, Zita West, Nature's Greatest Secret and Benatural) and in restructuring our China distribution operations. This is reflected in our first half performance with owned brands growing strongly year over year, particularly in the UK, and China related revenues declining as we focus on a smaller portfolio of third-party brands.
Financial Highlights
· Revenues decreased by 22% to £6.3m (H1 2024: £8.1m)
o Brand Ownership revenues up 14% to £4.1m (H1 2024: £3.6m)
o Brand Acceleration revenues of third party brands decreased by 57% to £1.8m (H1 2024: £4.1m)
o Distribution revenues remained flat at £0.4m (H1 2024: £0.4m)
· Gross margin decreased 22% to £3.8m (H1 2024: £4.9 m) in line with reduction in revenues
· Adjusted EBITDA loss* reduced by 10% to £0.6m (H1 2024: £0.7m)
· Cash and cash equivalents were £0.68m (H1 2024: £1.66m)
*adjusted for restructuring costs, impairment on intangible assets, profit on disposal of Brand Asset and share based payments.
Operational Highlights
· Strong growth in owned brand revenues with H1 sales for our portfolio of owned brands Napiers the Herbalists, Zita West, Nature's Greatest Secret and Benatural up 64% in the UK over prior year on a like for like basis
· Napiers the Herbalists revenue grew over 100% in the UK vs prior year as a result of product innovation, social commerce activities and expansion in the independent sales channel
· Zita West revenues grew 22% in the UK as a result of new product introductions, upgraded packaging and ongoing investment in education and provision of a high-touch customer experience
· Performance of recently acquired Optimised Energetics Ltd running ahead of expectations with owned brands Natures Greatest Secret and Benatural growing at over 100% and the flexible manufacturing capacity which is now part of the Group improving our speed to market and ability to respond to fast moving consumer trends
· Restructuring of China distribution activities and associated costs in the period as we focus on a far smaller portfolio of third-party brands
· Reduction in Group's adjusted EBITDA losses by 10% vs prior year and good progress made towards goal of monthly breakeven
David Hampstead, Chief Executive Officer of Samarkand Group, commented: "Our strategic shift to focus on growing our owned, proprietary brands and taking a more selective approach to distributing 3rd party brands gathered pace in the first half. We are delighted with the growth momentum behind our owned brands and the acquisition of Optimised Energetics has strengthened our portfolio of meaningfully different premium health and healing brands and improved our competitive position with the addition of flexible manufacturing services.
Reaching monthly profitability remains our top priority and I'm pleased to report this strategy is bearing fruit with September bringing a profit of c.£40k at adjusted EBITDA level, a material improvement on previous months. This, together with the significant improvement in our owned brands and ongoing restructuring of our China operations, is moving us closer to that goal. I am confident in the future potential of our brands."
For more information, please contact:
Samarkand Group plc |
|
David Hampstead, Chief Executive Officer Eva Hang, Chief Financial Officer |
info@samarkand.global |
|
|
Guild Financial Advisory Limited |
|
Ross Andrews Tomas Klaassen |
+44 (0) 7973839767 +44 (0) 7834458095 |
|
|
Notes to Editors
Samarkand is a consumer brand owner and distributor operating a scale up platform for niche, premium, multichannel, health and healing brands. Core owned brands include Napiers the Herbalists, Scotland's oldest natural herbal apothecary and Zita West, a leading specialist supplement line for fertility and reproductive health. Platform services include marketing, sales and channel development with a focus on social commerce, China market entry, international expansion and manufacturing. In addition, the group works as the exclusive China market partner for a select portfolio of niche luxury skin care brands and connects these brands to the Chinese consumer via cross border eCommerce.
Founded in 2016, Samarkand is headquartered in Tonbridge, UK with offices in Shanghai.
For further information please visit https://www.samarkand.global/
CEO Review
Our focus in the first half of this financial year has been on implementing our strategic shift to a scale up platform for niche, differentiated health and healing brands. I am pleased to report strong performance of our owned brand portfolio in the period with Napiers the Herbalists revenues in the UK doubling year over year, Zita West growing at 22% and Nature's Greatest Secret and Benatural growing over 100%.
Our owned brand portfolio in the UK is generating profitable growth with gross margins in the range of 70%-80%. The addition of the Nature's Greatest Secret brand to our portfolio has been positive, boosting the overall growth rate of the portfolio.
In parallel we have taken steps to restructure and simplify our China distribution operations to concentrate our efforts on a smaller portfolio of our proprietary and third-party brands. Sales of third-party brands in China declined 57% in the period and we have worked hard to adjust costs accordingly.
As a result of growth in our owned brands and reduction in China sales, the Group is now less dependent on the China market with UK and ROW sales accounting for over 60% (H1 2024: 40%) of revenues in the first half- a material step up from the same period last year.
We have been successful in reducing adjusted EBITDA losses vs prior year by 11%. We have taken restructuring and cost actions in the period as we reconfigure our resources around our owned brands, which we expect to materialise in terms of improved margins in H2.
Losses in H1, on an adjusted basis, have been slightly higher than our initial expectation as a result of restructuring costs and a faster than forecast decline in revenues from the China market as we transition to a smaller portfolio of 3rd party brands in an increasingly competitive operating environment.
We remain of the view that the value of the Company, in terms of its assets, capabilities and potential, is not currently reflected in the share price, and are focused on improving the underlying performance of the business, reaching profitability and increasing shareholder value.
Outlook
Our immediate focus is to continue to grow our portfolio of owned brands profitably, leveraging our platform resources effectively across all our brands. We are confident in the growth momentum and future potential of our owned brands and will continue to work towards our goal of reaching consistent monthly profitability.
Our overall goal is to establish Samarkand as a scale up platform for niche differentiated premium brands, with a shared playbook for growth acceleration and efficient operations. In the future we may explore opportunities to invest at a higher rate behind our current owned brand portfolio and may consider bolt on acquisitions in our health and healing sweet spot.
David Hampstead
Chief Executive Officer
FINANCIAL REVIEW
Overview
During the period the Group's revenues decreased by 22% to £6.3m (H1 2024: £8.1m) as a result of significant reduction in sales of third-party brands in China. Gross profit decreased by 22% to £3.8m (H1 2024: £4.9m) in line with the decrease in revenue, with gross margin maintaining at 61% (H1 2024: 61%).
Brand ownership revenue is up 14% to £4.1m (H1 2024: £3.6m), with gross margins improving from 63% to 69%. Brand acceleration revenue is down 57% to £1.8m (H1 2024: £4.1m) with gross margins declining from 59% to 38% as the group restructures the way it operates in China. Revenues from our distribution business remained flat at £0.4m (H1 2024: £0.4m).
Adjusted EBITDA loss improved by 10% from £0.7m to £0.6m.
Operating expenses
Selling and distribution expenses decreased to 31% (H1 2024: 34%) of revenue, as a result of a change in sales mix and successful cost minimising actions in the last six months.
Administrative expenses, excluding one-off costs such as a share-based payment expense and restructuring related costs, increased to 39% (H1 2024: 34%) of revenue as a faster than forecast decline in sales of our third-party brands in China. The number of employees at 30 September 2024 was 56 (30 September 2024: 85), down from 87 at 31 March 2024.
Earnings per share
Basic earnings per share was 0.13p (H1 2024: loss 5.19p per share) and diluted earnings per share was 0.12p (H1 2024: loss 5.19p per share).
Net debt
|
Sep-24 |
Sep-23 |
Mar-24 |
Cash and cash equivalents |
681,688 |
1,658,643 |
867,524 |
Right-of-use lease liabilities |
(885,579) |
(418,101) |
(716,400) |
Borrowings |
(1,798,291) |
(1,459,278) |
(1,496,488) |
Net debt |
(2,002,182) |
(218,736) |
(1,345,364) |
At the period end, the Group's net debt position was £2.0m (H1 2024: £0.2m), excluding the IFRS 16 lease liabilities, net debt was £1.1m (H1 2024: net cash £0.2m).
Inventories
The Group reduced gross inventories from £3.1m to £2.1m. Improvements in inventory management and ordering process along with the reduction in inventory held for third party brands has resulted in the Group holding lower inventory levels. To reduce complexity, the Group focused on reducing the breadth of inventory in its UK and bonded warehouses.
Depreciation and amortisation
The total depreciation and amortisation costs were £0.1m and £0.1m respectively (H1 2024: £0.2m and £0.4m, respectively).
Adjusted EBITDA loss
Adjusted EBITDA loss improved by 10% from £0.7m to £0.6m. The improvements in adjusted EBITDA loss is driven principally by the decrease in staff cost and operating costs as the Group restructures its China distribution business.
Condensed Consolidated Statement of Comprehensive Income
For the six-month period ended 30 September 2024
|
|
Period ended 30 September 2024 |
|
Period ended 30 September 2023 |
|
Year ended 31 March 2024 |
|
|||||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|||||
|
Notes |
£ |
|
£ |
|
£ |
|
|||||
Revenue |
3 |
6,323,275 |
|
8,132,309 |
|
16,922,669 |
|
|||||
Cost of sales |
3 |
(2,522,939) |
|
(3,208,355) |
|
(6,695,544) |
|
|||||
Gross profit |
|
3,800,336 |
|
4,923,954 |
|
10,227,125 |
|
|||||
Selling and distribution expenses |
|
(1,953,349) |
|
(2,805,574) |
|
(5,715,219) |
|
|||||
Administrative expenses |
4 |
(1,529,367) |
|
(4,450,721) |
|
(8,135,412) |
|
|||||
Adjusted EBITDA |
|
(597,700) |
|
(664,195) |
|
(893,366) |
|
|||||
Restructuring costs |
5 |
(93,127) |
|
(77,292) |
|
(457,594) |
|
|||||
Impairment on intangible assets |
5 |
- |
|
(1,489,580) |
|
(2,080,746) |
|
|||||
Profit on disposal of Brand Asset |
|
1,083,127 |
|
- |
|
- |
|
|||||
Share-based payment and related expenses |
5 |
(75,680) |
|
(101,274) |
|
(191,800) |
|
|||||
EBITDA |
|
317,620 |
|
(2,332,341) |
|
(3,623,506) |
|
|||||
Depreciation and amortisation |
|
(185,941) |
|
(627,085) |
|
(989,208) |
|
|||||
Operating profit/ (loss) |
|
131,679 |
|
(2,959,426) |
|
(4,612,714) |
|
|||||
Finance income |
|
3,801 |
|
2,051 |
|
6,856 |
|
|||||
Finance costs |
|
(108,587) |
|
(106,084) |
|
(261,722) |
|
|||||
Profit/(loss) before taxation |
|
26,893 |
|
(3,063,459) |
|
(4,867,580) |
|
|||||
Taxation |
|
21,452 |
|
13,627 |
|
69,520 |
|
|||||
Profit/(loss) after taxation |
|
48,345 |
|
(3,049,832) |
|
(4,798,060) |
|
|||||
Other comprehensive income: |
|
|
|
|
|
|
|
|||||
Exchange differences on translation of foreign operations |
|
|
|
|
|
|
|
|||||
|
(1,349) |
|
(6,034) |
|
(7,227) |
|
||||||
Items that may be reclassified to profit and loss in subsequent periods |
|
|
|
|
|
|
|
|||||
|
(1,349) |
|
(6,034) |
|
(7,227) |
|
||||||
Total comprehensive profit/(loss) for the period |
|
46,996 |
|
(3,055,866) |
|
(4,805,287) |
|
|||||
|
|
|
|
|
|
|
|
|||||
Profit/(loss) attributable to: |
|
|
|
|
|
|
|
|||||
Equity holders of the Company |
|
73,430 |
|
(3,029,365) |
|
(4,756,999) |
|
|||||
Non-controlling interests |
|
(25,085) |
|
(20,467) |
|
(41,061) |
|
|||||
|
|
48,345 |
|
(3,049,832) |
|
(4,798,060) |
|
|||||
|
|
|
|
|
|
|
|
|||||
Comprehensive profit/(loss) attributable to: |
|
|
|
|
|
|
|
|||||
Equity holders of the Company |
|
72,081 |
|
(3,035,399) |
|
(4,764,226) |
|
|||||
Non-controlling interests |
|
(25,085) |
|
(20,467) |
|
(41,061) |
|
|||||
|
|
46,996 |
|
(3,055,866) |
|
(4,805,287) |
|
|||||
Earnings/(loss) per share (basic and diluted) |
|
|
|
|
|
|
||||||
Basic |
6 |
0.0013 |
|
(0.0519) |
|
(0.0815) |
||||||
Diluted |
6 |
0.0012 |
|
(0.0519) |
|
(0.0815) |
||||||
Condensed Consolidated Statement of Financial Position
For the six-month ended 30 September 2024
|
|
30 September 2024 |
|
30 September 2023 |
|
31 March 2024 Restated |
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
Notes |
£ |
|
£ |
|
£ |
ASSETS |
|
|
|
|
|
|
Intangible assets |
7 |
5,600,129 |
|
5,551,141 |
|
4,585,661 |
Property, plant and equipment |
|
247,948 |
|
160,291 |
|
77,092 |
Right-of-use assets |
|
798,083 |
|
352,661 |
|
688,628 |
Deferred Tax Asset |
|
217,721 |
|
- |
|
179,350 |
Non-current assets |
|
6,863,881 |
|
6,064,093 |
|
5,530,731 |
Inventories |
8 |
1,881,136 |
|
2,572,847 |
|
2,370,941 |
Trade receivables |
|
1,312,673 |
|
1,343,409 |
|
1,175,380 |
Corporation tax recoverable |
|
59,377 |
|
126,616 |
|
59,376 |
Other receivables and prepayments |
|
907,466 |
|
540,997 |
|
625,248 |
Cash and cash equivalents |
|
681,688 |
|
1,658,643 |
|
867,524 |
Held for sale |
|
- |
|
- |
|
216,597 |
Current assets |
|
4,842,340 |
|
6,242,512 |
|
5,315,066 |
Total assets |
|
11,706,221 |
|
12,306,605 |
|
10,845,797 |
|
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
|
Share capital |
9 |
583,582 |
|
583,582 |
|
583,582 |
Share premium |
|
22,954,413 |
|
22,954,413 |
|
22,954,413 |
Merger relief reserve |
|
(2,063,814) |
|
(2,063,814) |
|
(2,063,814) |
Accumulated loss |
|
(16,801,093) |
|
(15,829,992) |
|
(16,950,203) |
Currency translation reserve |
|
(87,936) |
|
(85,394) |
|
(86,587) |
Total equity attributable to parent |
|
4,585,152 |
|
5,558,795 |
|
4,437,391 |
Non-controlling interest |
|
(205,388) |
|
(159,709) |
|
(180,303) |
Total equity |
|
4,379,764 |
|
5,399,086 |
|
4,257,088 |
|
|
|
|
|
|
|
Right-of-use lease liabilities |
|
719,478 |
|
107,066 |
|
617,819 |
Borrowings |
|
87,176 |
|
1,403,516 |
|
1,434,895 |
Deferred tax liability |
|
548,653 |
|
334,257 |
|
492,787 |
Accrued liabilities |
|
430,000 |
|
512,441 |
|
- |
Total non-current liabilities |
|
1,785,307 |
|
2,357,280 |
|
2,545,501 |
|
|
|
|
|
|
|
Trade and other payables |
|
3,379,027 |
|
3,521,220 |
|
3,401,814 |
Deferred revenue |
|
284,906 |
|
662,222 |
|
480,220 |
Borrowings |
|
1,711,116 |
|
55,762 |
|
61,593 |
Right-of-use lease liabilities |
|
166,101 |
|
311,035 |
|
99,581 |
Total current liabilities |
|
5,541,150 |
|
4,550,239 |
|
4,043,208 |
Total liabilities |
|
7,326,457 |
|
6,907,519 |
|
6,588,709 |
|
|
|
|
|
|
|
Total liabilities and equity |
|
11,706,221 |
|
12,306,605 |
|
10,845,797 |
|
|
|
|
|
|
|
Condensed Consolidated Statement of Changes in Equity
For the six-month period ended 30 September 2024
|
|
Share Capital |
Share Premium |
Merger relief reserve |
Currency Translation reserve |
Accumulated Loss (Restated) |
Non-controlling interests |
Total equity |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 April 2024 (Restated) |
583,582 |
22,954,413 |
(2,063,814) |
(86,587) |
(16,950,203) |
(180,303) |
4,257,088 |
|
Profit/(loss) after taxation |
- |
- |
- |
- |
73,430 |
(25,085) |
48,345 |
|
Other comprehensive loss |
- |
- |
- |
(1,349) |
- |
- |
(1,349) |
|
Total comprehensive profit/(loss) for the period |
- |
- |
- |
(1,349) |
73,430 |
(25,085) |
46,996 |
|
Share based payments |
- |
- |
- |
- |
75,680 |
- |
75,680 |
|
|
- |
- |
- |
- |
75,680 |
- |
75,680 |
|
Balance at 30 September 2024 |
583,582 |
22,954,413 |
(2,063,814) |
(87,936) |
(16,801,093) |
(205,388) |
4,379,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 April 2023 |
583,582 |
22,954,413 |
(2,063,814) |
(79,360) |
(12,901,901) |
(139,242) |
8,353,678 |
|
Loss after taxation |
- |
- |
- |
- |
(3,029,365) |
(20,467) |
(3,049,832) |
|
Other comprehensive loss |
- |
- |
- |
(6,034) |
- |
- |
(6,034) |
|
Total comprehensive loss for the period |
- |
- |
- |
(6,034) |
(3,029,365) |
(20,467) |
(3,055,866) |
|
Share based payments |
- |
- |
- |
- |
101,274 |
- |
101,274 |
|
|
- |
- |
- |
- |
101,274 |
- |
101,274 |
|
Balance at 30 September 2023 |
583,582 |
22,954,413 |
(2,063,814) |
(85,394) |
(15,829,992) |
(159,709) |
5,399,086 |
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Cash Flows
For the six-month period ended 30 September 2024
|
30 September 2024 |
|
30 September 2023 |
|
31 March 2024 |
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
£ |
|
£ |
|
£ |
Cash flows from operating activities |
|
|
|
|
|
Profit/(loss) after taxation |
48,345 |
|
(3,049,832) |
|
(4,798,060) |
Cash flow from operations reconciliation: |
|
|
|
|
|
Depreciation and amortisation |
185,941 |
|
627,086 |
|
989,208 |
Impairment on intangible assets |
- |
|
1,489,580 |
|
2,080,746 |
Profit on disposal of Brand Asset |
(1,113,152) |
|
|
|
|
Finance costs |
92,149 |
|
48,445 |
|
113,225 |
Finance income |
(3,801) |
|
(2,051) |
|
(6,856) |
Share option expense |
75,680 |
|
101,274 |
|
191,800 |
Income tax credit |
(21,452) |
|
(13,627) |
|
(69,520) |
Working capital adjustments: |
|
|
|
|
|
Inventories |
71,623 |
|
(360,620) |
|
(158,714) |
Trade and other receivables |
228,535 |
|
521,999 |
|
628,522 |
Trade and other payables |
(459,735) |
|
629,941 |
|
187,942 |
Cash generated (used in) operating activities |
(895,867) |
|
(7,805) |
|
(841,707) |
Corporation tax (paid)/received |
(49,706) |
|
- |
|
224,615 |
Net cash generated (used in) operating activities |
(945,573) |
|
(7,805) |
|
(8,047,840) |
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
Purchase of property, plant and equipment |
(100,369) |
|
(1,654) |
|
(37,484) |
Disposal of property, plant and equipment |
1,076 |
|
1,565 |
|
84,206 |
Disposal of right of use asset |
- |
|
- |
|
(47,813) |
Disposal of intangible asset |
5,629 |
|
- |
|
16,435 |
Payment of intangible assets |
(5,724) |
|
(147,929) |
|
(220,734) |
Disposal of Brand Asset |
1,279,337 |
|
- |
|
- |
Acquistion of Subsidiary, net of cash acquired |
(576,692) |
|
- |
|
- |
Interest received |
3,801 |
|
2,051 |
|
6,856 |
Net cash (used in) investing activities |
607,058 |
|
(145,967) |
|
(198,534) |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
Repayment of right-of-use lease liabilities |
(55,601) |
|
(164,888) |
|
(283,218) |
Proceeds from other loans |
297,181 |
|
- |
|
31,363 |
Interest paid |
(14,253) |
|
(9,883) |
|
(21,717) |
Repayment of borrowings |
(72,796) |
|
(30,324) |
|
(54,857) |
Net cash (used in)/from financing activities |
154,531 |
|
(205,095) |
|
(328,429) |
|
|
|
|
|
|
Net change in cash and cash equivalents |
(183,984) |
|
(358,867) |
|
(1,144,055) |
Cash and cash equivalents at beginning of period |
867,524 |
|
2,017,150 |
|
2,017,150 |
Effect of FX changes on cash and cash equivalents |
(1,852) |
|
360 |
|
(5,571) |
Cash and cash equivalents at end of period |
681,688 |
|
1,658,643 |
|
867,524 |
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
For the period ended 30 September 2024
1. General information
Samarkand Group plc was incorporated in England and Wales on 12 January 2021. The address of its registered office is Unit 13 Tonbridge Trade Park, Ingot Way, TN9 1GN.
2. Basis of preparation and measurement
(a) Basis of preparation
The condensed consolidated interim financial statements of Samarkand Group plc and its subsidiaries (together referred to as the "Group"), comprises the results of the Group for the 6 months ended 30 September 2024. These interim financial statements are not audited nor reviewed by independent auditors, were approved by the board of directors on 1 November 2024.
The financial information in this interim report has been prepared in accordance with UK adopted international accounting standards. The accounting policies applied by the Group in this financial information are the same as those applied by the Group in its financial statements for the year ended 31 March 2024 and which will form the basis of the 2024 financial statements.
The financial information for the year ended 31 March 2024 included in these financial statements does not constitute the full statutory accounts for that year. The Annual Report and Financial Statements for 2024 have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Financial Statement for 2024 was (i) unqualified, although included an emphasis of matter in respect of material uncertainty around going concern and (ii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
Unless otherwise stated, the financial statements are presented in Pounds Sterling (£) which is the currency of the primary economic environment in which the Group operates.
Transactions in foreign currencies are translated into £ at the rate of exchange on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date. The resulting gain or loss is reflected in the "Consolidated Statements of Comprehensive Income" within either "Finance income" or "Finance costs".
The financial statements have been prepared under the historical cost convention except for certain financial instruments that have been measured at fair value.
The financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business. The directors of Samarkand Group plc have reviewed the Group's overall position and outlook and are of the opinion that the Group is sufficiently well funded to be able to operate as a going concern for at least the next twelve months from the date of approval of these financial statements.
Going Concern
For the year ended 31 March 2024, the Group continued to face challenging market conditions in China with revenues generated from third-party consumer brands in China falling year on year as a result of increasingly competitive market conditions and higher levels of price and promotional intensity. This has continued into H1 2025, with the revenues from sale of third-party brands in China declining faster than forecasted. As such, the Group continues to reconfigure and restructure by focusing on fewer third-party brands which have the potential for long term success. This will enable greater attention and focus on development of our own brands in China.
The Group's owned brands have performed ahead of expectations in the period, with strong revenue growth and profitable contribution from Napiers, Zita West and newly acquired Natures Greatest Secret and Benatural in the UK.
The Directors recognise the importance of moving the Group into profitability and have made significant progress towards this goal, with the month of September generating adjusted EBITDA profit of c£40k.
In addition, the Directors are actively exploring additional funding options including trade financing and other strategic opportunities to support the Group's operations and long-term viability. In June 2024, the Group completed the disposal of its Probio7 brand. The proceeds of the disposal have enabled the Group to acquire Optimised Energetics, a premium skincare manufacturer to secure its manufacturing services to Napiers, improving the overall Group's margins and profitability. Proceeds from the disposal will also allow the Group to increase resources to support the growing working capital requirements of Napiers and Zita West.
Despite the cost base reduction and ongoing exploration of additional funding, in the event that trading does not proceed as planned and in conjunction with the loan with Global Smollan Holdings becoming due in September 2025, the Group's financial performance and cash flow projections indicate the existence of material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern. Global Smollan Holdings, our largest strategic shareholder has expressed ongoing support for the business and have indicated their willingness to re-negotiate the loan when it falls due.
Although there are material uncertainties, several mitigating factors have been considered by the Directors in their assessment of the going concern assumption. These include the steps taken to further reduce costs and the progress made in exploring various strategic options to raise additional funds. The Directors believe that these factors, will enable the Group to overcome the identified challenges and continue its operations.
To address the material uncertainties, the Directors will continue to closely monitor the Group's financial performance, cash flow projections, and market conditions. They will continue to proactively manage the Group's cost base, seeking further efficiencies where possible.
The Directors are confident in the Group's ability to mitigate the identified risks and uncertainties. As a result, the financial statements have been prepared on a going concern basis, acknowledging the material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern.
(b) Basis of consolidation
The Consolidated Group financial statements comprises the financial statements of Samarkand Group plc and its subsidiaries.
A subsidiary is defined as an entity over which Samarkand Group plc has control. Samarkand Group plc controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
Intra-group transactions, balances and unrealised gains on transactions are eliminated; unrealised losses are also eliminated unless cost cannot be recovered. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.
The total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests.
(c) Restatement of Prior Year Opening Balances
During the period the Group reviewed the classification and presentation of the accruals made in relation to the Bonus Scheme for the financial year ending 31 March 2023. It was determined that following this review, the accrual was made in error, although the Financial and Non-Financial Performance Targets were met, the vesting conditions associated with nominal cost options were not. The opening balances for the year ending 31 March 2024 has therefore been restated, as a result, the Consolidated statement of financial position as at 31 March 2024 has been restated as follows:
|
As reported 31 March 2024 |
|
Impact of Restatement |
|
Restated 31 March 2024 |
Consolidated statement of financial position |
£ |
|
£ |
|
£ |
|
|
|
|
|
|
Trade and other payables |
(3,897,739) |
|
495,925 |
|
(3,401,814) |
Accumulated loss |
(17,446,128) |
|
495,925 |
|
(16,950,203) |
3. Segmental analysis
An analysis of the Group's revenue and cost of sales is as follows:
|
Unaudited |
|
Unaudited |
|
Audited |
|
30 September 2024 |
|
30 September 2023 |
|
31 March 2024 |
Revenue analysed by class of business: |
£ |
|
£ |
|
£ |
|
|
|
|
|
|
Brand ownership |
4,130,094 |
|
3,615,063 |
|
7,748,048 |
Brand acceleration |
1,770,107 |
|
4,081,351 |
|
8,204,409 |
Distribution |
360,463 |
|
355,635 |
|
740,999 |
Nomad Checkout |
48,203 |
|
69,157 |
|
149,337 |
Other |
14,408 |
|
11,103 |
|
79,876 |
Total revenue |
6,323,275 |
|
8,132,309 |
|
16,922,669 |
|
|
|
|
|
|
Cost of sale by business unit: |
£ |
|
£ |
|
£ |
|
|
|
|
|
|
Brand ownership |
1,272,027 |
|
1,323,972 |
|
2,772,796 |
Brand acceleration |
1,101,391 |
|
1,680,524 |
|
3,539,317 |
Distribution |
149,520 |
|
183,627 |
|
351,413 |
Nomad Checkout |
- |
|
20,231 |
|
31,707 |
Other |
- |
|
- |
|
311 |
Total cost of sale |
2,522,939 |
|
3,208,355 |
|
6,695,544 |
Segment assets:
The non-current assets of the Group are not measured or reported internally on a segmental basis as they are not considered to be attributable to any specific business segment.
|
Unaudited |
|
Unaudited |
|
Audited |
|
30 September 2024 |
|
30 September 2023 |
|
31 March 2024 |
Revenue by geographical destination: |
£ |
|
£ |
|
£ |
|
|
|
|
|
|
UK |
3,625,447 |
|
3,076,487 |
|
6,529,226 |
China |
2,473,549 |
|
4,829,173 |
|
9,764,724 |
Rest of the World |
224,279 |
|
226,649 |
|
628,719 |
|
|
|
|
|
|
Total revenue |
6,323,275 |
|
8,132,309 |
|
16,922,669 |
4. Expenses by nature
An analysis of the Group's expenses by nature is as follows:
|
|
Unaudited |
|
Unaudited |
|
Audited |
|
|
30 September 2024 |
|
30 September 2023 |
|
31 March 2024 |
Administrative expenses: |
|
£ |
|
£ |
|
£ |
Property costs |
|
102,142 |
|
125,386 |
|
246,956 |
Staff costs |
|
1,747,184 |
|
2,039,593 |
|
3,932,703 |
Professional fees |
|
275,405 |
|
221,678 |
|
476,932 |
Other |
|
318,956 |
|
395,918 |
|
748,681 |
Impairment on intangible assets |
|
- |
|
1,489,580 |
|
2,080,746 |
Restructuring costs |
|
93,127 |
|
77,292 |
|
457,594 |
Share based payment charge |
|
75,680 |
|
101,274 |
|
191,800 |
Profit on disposal of Brand Asset |
|
(1,083,127) |
|
- |
|
- |
Total administrative expenses |
|
1,529,367 |
|
4,450,721 |
|
8,135,412 |
5. Adjusted EBITDA
EBITDA and Adjusted EBITDA are non-GAAP measures and exclude exceptional items, depreciation, and amortisation. Exceptional items are those items the Group considers to be non-recurring or material in nature that may distort an understanding of financial performance or impair comparability.
Adjusted EBITDA is stated before exceptional items as follows:
|
Unaudited |
|
Unaudited |
|
Audited |
|
30 September 2024 |
|
30 September 2023 |
|
31 March 2024 |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
Restructuring costs |
(93,127) |
|
(77,292) |
|
(457,594) |
Share based payment charge |
(75,680) |
|
(101,274) |
|
(191,800) |
Profit on disposal of Brand Asset |
1,083,127 |
|
|
|
|
Impairment on intangible assets |
- |
|
(1,486,580) |
|
(2,080,746) |
|
914,320 |
|
(1,665,146) |
|
(2,730,140) |
|
|
|
|
|
|
6. Earnings per share
|
Unaudited |
Unaudited |
Audited |
|
30 September 2024 |
30 September 2023 |
31 March 2024 |
|
£ |
£ |
£ |
|
|
|
|
Basic earnings/(loss) per share |
0.13 pence |
(5.19) pence |
(8.15) pence |
Diluted earnings/(loss) per share |
0.12 pence |
(5.19) pence |
(8.15) pence |
|
|
|
|
Earnings |
|
|
|
Profit/(loss) for the purpose of basic and diluted earnings per share |
73,430 |
(3,029,365) |
(4,756,999) |
|
|
|
|
Number of shares |
|
|
|
Basic and diluted weighted average number of shares in issue |
58,358,201 |
58,358,201 |
58,358,201 |
7. Intangible assets
|
Development costs |
Trademarks |
Brands |
Goodwill |
Website |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
Cost |
|
|
|
|
|
|
At 1 April 2024 |
3,587,428 |
64,988 |
2,024,175 |
2,813,283 |
69,350 |
8,559,224 |
Additions |
- |
1,503 |
- |
- |
- |
1,503 |
Disposal |
- |
(6,454) |
- |
- |
- |
(6,454) |
Acquisitions |
- |
- |
249,832 |
840,221 |
- |
1,090,053 |
At 30 September 2024 |
3,587,428 |
60,037 |
2,274,007 |
3,653,504 |
69,350 |
9,644,326 |
Amortisation |
|
|
|
|
|
|
At 1 April 2024 |
3,587,428 |
28,225 |
308,130 |
10,236 |
39,544 |
3,973,563 |
Amortisation charge |
- |
3,379 |
66,312 |
- |
5,486 |
75,176 |
Disposal |
- |
(4,543) |
- |
- |
- |
(4,543) |
At 30 September 2024 |
3,587,428 |
27,061 |
374,442 |
10,236 |
45,030 |
4,044,197 |
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
At 31 March 2024 |
- |
36,763 |
1,716,045 |
2,803,047 |
29,806 |
4,585,661 |
At 30 September 2024 |
- |
32,975 |
1,899,565 |
3,643,268 |
24,320 |
5,600,129 |
|
Development costs |
Trademarks |
Brands |
Goodwill |
Website |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
Cost |
|
|
|
|
|
|
At 1 April 2023 |
3,406,596 |
118,220 |
2,484,091 |
2,829,718 |
70,980 |
8,909,605 |
Additions |
142,897 |
5,032 |
- |
- |
- |
147,929 |
At 30 September 2023 |
3,549,493 |
123,252 |
2,484,091 |
2,829,718 |
70,980 |
9,057,534 |
|
|
|
|
|
|
|
Amortisation |
|
|
|
|
|
|
At 1 April 2023 |
1,066,292 |
46,611 |
433,640 |
- |
24,178 |
1,570,721 |
Amortisation charge |
347,406 |
8,153 |
80,980 |
- |
9,553 |
446,092 |
Impairment* |
1,489,580 |
- |
- |
- |
- |
1,489,580 |
At 30 September 2023 |
2,903,278 |
54,764 |
514,620 |
- |
33,731 |
3,506,393 |
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
At 31 March 2023 |
2,340,304 |
71,609 |
2,050,451 |
2,829,718 |
46,802 |
7,338,884 |
At 30 September 2023 |
646,215 |
68,488 |
1,969,471 |
2,829,718 |
37,249 |
5,551,141 |
8. Inventories
|
|
|
|
|
|
|
|
|
30 September 2024 |
|
30 September 2023 |
|
31 March 2024 |
|
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
Finished goods |
|
2,148,220 |
|
3,112,475 |
|
2,770,112 |
Provision for obsolescence |
|
(267,084) |
|
(539,628) |
|
(399,171) |
Total inventories |
|
1,881,136 |
|
2,572,847 |
|
2,370,941 |
|
|
|
|
|
|
|
Cost of inventory recognised in profit and loss |
|
2,522,939 |
|
3,208,355 |
|
6,695,544 |
|
|
|
|
|
|
|
9. Share capital
|
|
Number of shares |
|
Share capital |
|
|
No. |
|
£ |
At 30 September 2023, 31 March 2024 and 30 September 2024 |
|
58,358,201 |
|
583,581 |
10. Notes to the statements of cash flows
Net debt reconciliation:
|
Opening balances |
Cash flows |
Non-cash movements |
Closing balances |
|
£ |
£ |
£ |
£ |
Six-month period ended 30 September 2024 |
|
|
|
|
Cash and cash equivalents |
867,524 |
(183,983) |
(1,853) |
681,688 |
Right of use lease liabilities |
(716,400) |
55,601 |
(224,780) |
(885,579) |
Borrowings |
(1,496,488) |
(224,385) |
(77,418) |
(1,798,291) |
Totals |
(1,345,364) |
(352,767) |
(304,051) |
(2,002,182) |
|
|
|
|
|
Six-month period ended 30 September 2023 |
|
|
|
|
Cash and cash equivalents |
2,017,150 |
(358,867) |
360 |
1,658,643 |
Right of use lease liabilities |
(573,785) |
164,888 |
(9,204) |
(418,101) |
Borrowings |
(1,453,298) |
30,324 |
(36,304) |
(1,459,278) |
Totals |
(9,933) |
(163,655) |
(45,148) |
(218,736) |