Mendell Helium PLC - Final Results

 

1.            GENERAL INFORMATION

1.1          Company

 

Mendell Helium plc ("Mendell Helium" or the "Company" formerly called Voyager Life plc) is primarily involved in the production of helium.  However, during the year, the Company disposed of its former business which was the development and retail of products for the health and wellness market. The Company is a public limited company and is incorporated and domiciled in Scotland.  The Company was incorporated on 12 November 2020 with Company Registration Number SC680788, and its registered office and principal place of business is Arran House, Arran Road, Perth, Perthshire PH1 3DZ, United Kingdom.

 

2.            PRINCIPAL ACCOUNTING POLICIES

 

2.1          Basis of preparation

 

The Financial Statements of the Company have been prepared in accordance with UK-adopted international accounting standards and the requirements of the Companies Act 2006 and regulations made under it.  The Financial Statements have been prepared under the historical cost convention.  The principal accounting policies are set out below and have, unless otherwise stated, been applied consistently for all periods presented in these Financial Statements. 

 

The financial statements are prepared in pounds sterling and amounts are rounded to the nearest thousand.

 

2.2          Going concern

 

The financial statements have been prepared on a going concern basis which assumes that the Company will continue in operational existence for the foreseeable future.

 

The Company is currently financed through investment by its shareholders and during the period the Company raised £885,000 before costs, from the issue of shares. The Company made a loss for the period of £714,398 before taxation and foreign exchange adjustments. Nonetheless, the Company held bank balances of £75,516 as at the year end and £503,765 at 31 August 2025.

 

In assessing whether the going concern assumption is appropriate, the Directors consider all available information for the foreseeable future, in particular for the twelve months from the date of approval of the financial statements. This information includes management prepared cash flows forecasts, the Company's current cash balances and the Company's existing and projected monthly running costs. Furthermore, the Directors are mindful that, if the Company needs to raise further funds over the 12 months following approval of the financial statements to execute its strategy and for working capital, it has the ability to access additional financing. Specifically, the Company successfully completed one fundraising in the year to 31 March 2025, and a further three fundraisings after the year end, through the issue of new ordinary shares, raising an aggregate of £1,349,903 before costs.

 

Therefore, the Directors have made an informed judgement at the time of approving the financial statements that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements." However, in order to meet its planned corporate and strategic objectives in M3 Helium, additional funding will be required over the period of this assessment.

 

In making this statement, the Board has had regard to the following:

a.    The Company's 2025 Budget as updated in August 2025 (the "Budget")

b.    The Company's monthly operating costs of approximately £25,000 in the Budget (excluding the capital expenditure programme in the US)

c.     The Company's current cash balance of £503,765

 

The Board notes:

1.    The Company, following the exercise of its option to acquire M3 Helium, will generate revenue from the sale of helium

2.    The Company operates a low-cost outsourcing model which could be contracted in the event of a cashflow shortfall

3.    In the event of a material decline in revenue or funding, the Board could take mitigating action - the Company's biggest cost base going forward is its capital expenditure programme in the US which could be curtailed and furthermore a headcount reduction could be implemented in that instance to immediately preserve cash

 

On the basis of the above factors, the Board is of the view that Mendell Helium is trading on a going concern basis and will do so for at least the next 12 months.

 

2.3          Revenue recognition

 

Revenue is recognised at the fair value of the consideration received and represents amounts receivable for goods provided in the normal course of business net of sales incentives, discounts, returns and VAT.

 

Revenue is recognised when the performance obligations have been satisfied and the goods have been delivered to the customer. It is the Company's policy to sell its products to the end customer with a right of return within 30 days. Accumulated experience is used to estimate such returns at the time of sale at a portfolio level (expected value method). The number of products returned has been small and it is highly probable that a significant reversal in cumulative revenue recognised will not occur.

 

Sale of goods - trade customers 

Sales to trade customers may be on credit terms. Invoices are generated at the time of order and goods are typically despatched on the same day. Revenue from the sales of goods is recognised when confirmation of delivery to the customer has been received under the terms of the contract and when the significant risks and rewards of ownership have been transferred to the customer.

 

Sale of goods - retail

Sales are recognised when the goods have been sold to the customer in-store or at trade fairs and the performance obligations have been satisfied, namely when the customer is in possession of the products. Retail sales are usually paid in cash or by credit or debit card. The recorded revenue is the amount of the sale (net of VAT) and the credit card fees are charged to administrative expenses.

 

Sale of goods - online

Payment of the transaction price is due immediately when the customer purchases the product and delivery is arranged in-house. Revenue is recognised when the goods are dispatched and the performance obligations have been satisfied.  On-line sales are typically paid for by credit or debit card.  The recorded revenue is the amount of the sale (net of VAT) and the credit card fees are charged to administrative expenses.

 

2.4          Foreign currency translation

 

a)         Functional and presentation currency

The Company's financial statements are presented in pounds sterling which is the presentation and functional currency of the company.

 

b)        Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

 

2.5          Employee benefits - defined contribution pension costs and private healthcare

 

The Company operates a defined contribution plan for its employees.  A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid, the Company has no further payment obligations.

 

The contributions are charged to the statement of comprehensive income as they become payable in accordance with the rules of the scheme. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the statement of financial position.

 

The Company also provides certain employees with private healthcare.  Eligible employees opt into the scheme whereupon premiums are paid by the Company. These premiums are charged to the statement of comprehensive income as they become payable.

 

2.6          Financial assets including trade and other receivables

 

Initial Recognition

A financial asset or financial liability is recognised in the statement of financial position when it arises or it becomes part of the contractual terms of the financial instrument.

 

Classification

Financial assets at amortised cost

The Company measures financial assets at amortised cost if both of the following conditions are met:

·    the asset is held within a business model whose objective is to collect contractual cash flows; and

·    the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital and interest payments on the balance of the initial capital.

 

Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate Method (EIR) and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

 

Derecognition

A financial asset is derecognised when:

·    the rights to receive cash flows from the asset have expired, or

·    the Company has transferred its rights to receive cash flows from the asset or has undertaken the commitment to fully pay the cash flows received without significant delay to a third party under an arrangement and has either (a) transferred substantially all the risks and the assets of the asset or (b) has neither transferred nor held substantially all the risks and estimates of the asset but has transferred the control of the asset.

 

Impairment

The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original expected interest rate (EIR). The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

 

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

 

For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Company applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Company does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset's lifetime ECL at each reporting date.

 

The Company considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to enforcement activity.

 

At each reporting date, the Company assesses whether financial assets carried at amortised cost are credit impaired. 

 

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

 

2.7          Financial liabilities including trade and other payables

 

Financial liabilities measured at amortised cost using the effective interest rate method include trade and other payables that are short term in nature. Financial liabilities are derecognised if the Company's obligations specified in the contract expire or are discharged or cancelled.

 

Trade and other payables are non-interest bearing and are stated at amortised cost using the effective interest method.

 

2.8          Tangible fixed assets

 

Tangible fixed assets are measured at historical cost less accumulative depreciation and any accumulative impairment losses. Historical cost includes expenditure that is directly attributable to bringing the assets to the location and condition necessary for it to be capable of operating in the manner intended by management. 

 

Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

 

Fixtures, fittings and equipment                               3-5 years

Motor vehicles                                                  4 years

Right-of-use assets                                         over the lease term

 

Useful economic lives and estimated residual values are reviewed annually and adjusted as appropriate.

 

2.9          Impairment testing of tangible assets

 

At each balance sheet date, the Company assesses whether there is any indication that the carrying value of any asset may be impaired.  If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). 

 

2.10        Leases

 

Leases are accounted for under IFRS 16.  IFRS 16 distinguishes leases and service contract on the basis of whether an identified asset is controlled by a customer.  A model where a right-of-use asset and a corresponding liability are recognised for all leases by lessees (i.e. all on balance sheet) except for short term leases and leases of low value assets.

 

The right-of use asset is initially measured at cost and subsequently measured at cost (subject to certain exceptions) less accumulated depreciation and impairment losses, adjusted for any remeasurement of the lease liability.  The lease liability is initially measured at the present value of the lease payments that are not paid at that date.  Subsequently the lease liability is adjusted for interest and lease payments, as well as the impact of lease modifications, amongst others.  The lease asset is initially measured at the present value of the sub-lease receivables that are not paid at that date.  Subsequently the lease asset is adjusted for interest and lease receivables, as well as the impact of lease modifications, amongst others.

 

The Company assesses whether a contract is, or contains, a lease at the inception of the contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (less than £5,000 per annum, which are considered immaterial), which fall out of IFRS 16 scope and are charged to the statement of comprehensive income on a straight-line basis over the period of the lease.

 

The Company acts as a lessor in lease arrangements (intermediate lessor) involving property. Leases are classified as either finance leases or operating leases based on the substance of the transaction and the extent to which risks and rewards incidental to ownership of the leased asset are transferred.

 

Lease Classification

Finance Lease: A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of the asset.

Operating Lease: Leases that do not meet the criteria for finance leases are classified as operating leases.

 

Recognition and Measurement

Finance Leases:

·      The leased asset is derecognized from the statement of financial position.

·      A lease receivable is recognized at an amount equal to the net investment in the lease.

·      Interest income is recognized over the lease term using the effective interest method.

·      Initial direct costs are included in the measurement of the lease receivable.

Operating Leases:

·      The leased asset remains on the balance sheet and is depreciated over its useful life.

·      Lease income is recognized on a straight-line basis over the lease term unless another systematic basis is more representative.

·      Initial direct costs are added to the carrying amount of the leased asset and expensed over the lease term.

2.11        Inventory

 

Inventory is measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out (FIFO) method. The carrying amount of inventory sold is recognised as an expense in the period in which the related revenue is recognised and earned.

 

The cost of inventories comprise all costs of purchase, costs of conversion (from raw materials to finished goods) and other costs incurred in bringing the inventories to their present location and condition.

 

Mendell Helium plc incurred some costs of conversion on inventory items from white label and private label skincare manufacturing through its former VoyagerCann division. These costs of conversion include costs directly related to production, such as direct labour as well as a systematic allocation of fixed and variable production overheads that are incurred in converting materials into finished goods.

 

Fixed production overheads are those indirect costs of production that remain relatively constant regardless of the volume of production, such as depreciation and maintenance of factory equipment and right-of-use assets used in the production process. Variable production overheads are those indirect costs of production that vary directly, or nearly directly, with the volume of production, such as indirect materials and indirect labour.

 

2.12        Cash and cash equivalents

 

Cash and cash equivalents comprise cash at bank and in hand, that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

 

2.13        Equity

 

Share capital is determined using the nominal value of shares that have been issued.

 

The Share premium account includes any premiums received on the initial issuing of the share capital.  Any transaction costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax benefits.

 

Equity-settled share-based payments are credited to a Share-based payment reserve as a component of equity until related options or warrants are exercised.

 

Retained loss includes all current and prior period results as disclosed in the income statement.

 

2.14        Share-based payments

 

During the year, the Company issued no share options to employees but issued share warrants to advisers as part of their fees.

 

Equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value so determined is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the number of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.

 

Fair value is measured using a Black-Scholes pricing model.  The key assumptions used in the model have been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

 

2.15        Taxation

 

The tax expense for the period comprises current tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised directly in equity. In this case the tax is also recognised directly in other comprehensive income or directly in equity, respectively.

 

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

Deferred tax represents the tax expected to be payable or recoverable on the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The Company has tax losses which can be used to offset future profits. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. No deferred tax asset has been recognised in the current period.

 

2.16        Research and development

 

The Company has previously undertaken research and development activities with the aim of formulating and developing new bespoke CBD and hemp products.  Research and development costs (principally staff costs and ingredients) are expensed as incurred. 

 

2.17        Government grants

 

Government grants are not recognised until there is reasonable assurance that the Company will comply with the conditions attached to them and that the grants will be received.

 

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support with no future related costs are recognised as other income in the profit and loss in the period in which they become receivable.

 

2.18      Critical accounting judgements and key sources of estimation uncertainty

In the process of applying the entity's accounting policies, management makes estimates and assumptions that have an effect on the amounts recognised in the financial statements. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.  The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period, are those relating to the valuation of share based payments, and the recoverability of the loan made to M3 Helium.

 

2.19        New and amended statements adopted by the Company

At the date of approval of these financial statements, certain new standards, amendments to and interpretations of existing standards have been published but are not yet effective.  None of these pronouncements have been adopted early by the Company, and they have not been disclosed as they are not expected to have a material impact on the Company's financial statements.  Management anticipates that all pronouncements will be adopted for the first period beginning on or after their effective date.

 

3.	OTHER OPERATING INCOME	2025		2024
		£'000		£'000
	Employment grants	4		2
		4		2

 

There are no unfulfilled conditions relating to the grant schemes at 31 March 2025.

 

4.			OPERATING EXPENSES BY NATURE    2025   2024   £'000   £'000   Auditors' Remuneration 48 68 Depreciation of tangible fixed assets - - Depreciation of right-of-use assets - - Share-based payments charge 39 51 Non-domestic rates - - Short term operating lease costs - -
5.	AUDITOR'S REMUNERATION 2025   2024 £'000   £'000   Audit of the accounts of the parent company 48 68 48 -
6.		STAFF NUMBERS AND COSTS
		The average number of staff during the period, including Directors, was 15.   The aggregate payroll costs of these persons were as follows:
					2025		2024
					£'000		£'000
Wages and salaries*					86		589
Social security costs					4		32
Healthcare costs					1		3
Contributions to defined contribution pension plans					4		16
					95		640
Charge in respect of share-based payments					39		51
					134		691

 

 

Directors' emoluments

There were no directors who received or exercised share options during the year.

 

The directors' aggregate emoluments in respect of qualifying services were:

 

	Salary	Pension	Benefits	Share based remuneration	2025 TOTAL
	£'000	£'000	£'000	£'000	£'000
Executive Director:
N Tulloch**	68	7	1	-	76
	68	7	1	-	76
Non-executive Directors:
E Boyle*	34	-	-	-	34
J Overland***	18	-	-	-	18
	52	-	-	-	52

 

* Eric Boyle was appointed as Non-executive Chairman of the Company pursuant to a letter of appointment dated 28 June 2021. With effect from Admission to AQSE on 1 July 2021, Mr Boyle's director's fee was £45,000 per annum. Mr Boyle agreed to waive any further payments of fees to him from 1 January 2025 under his existing letter of appointment and will enter into a new letter of appointment following the Company's proposed admission to trading of its ordinary shares on AIM.

 

** Nick Tulloch was appointed as Chief Executive Officer of the Company pursuant to a service agreement dated 28 June 2021.  With effect from Admission to AQSE on 1 July 2021, the basic salary payable to Mr Tulloch was £90,000 per annum. The Company was also required to make a contribution equal to 10 per cent of Mr Tulloch's annual salary into his personal pension and provide private medical and travel insurance for him and his family.  Mr Tulloch agreed to waive any further payments of fees to him from 1 January 2025 to 1 April 2025. 

 

*** Jill Overland was appointed on 8 June 2021, with a salary of £30,000 per annum, and resigned on 6 November 2024.

 

Key management

The Directors consider that key management personnel are the Directors of Mendell Helium plc.

 

7.	NET FINANCE EXPENSES	2025		2024
		£'000		£'000
	Net finance expenses comprise:
	Finance charge on lease liabilities for Right of use assets-	17		21
	Finance income on lease assets for Right of use assets	(7)		-
	Interest Income	(18)		(6)

 

8.		TAXATION   Recognised in the income statement		2025							2024
				£'000						£'000
Current tax				-						-
Deferred tax				-						-
Taxation charge/credit for the period				-						-
Loss on operations before tax				(714)						(1,104)
Tax using the UK corporation tax rate of 25%				(179)						(276)
Impact of costs disallowable for tax purposes				57						20
Impact of unutilised tax losses carried forward				122						256
Taxation charge for the period				-						-
	In the 2021 Budget, the UK Chancellor announced that legislation would be proposed to increase the main rate of corporation tax to 25% from 1 April 2023.
	Tax has been calculated based on the rate of 25% which was effective for the period.  The taxation charge in future periods will be affected by any changes to the corporation tax rates in force in the countries in which the Company operates.

 

 

 

9.            LOSS PER SHARE

 

The calculation of the loss per share is based on the loss for the financial period after taxation of £678,000 and on the weighted average of ordinary shares in issue during the period. 

 

The options outstanding at 31 March 2025 are considered to be non-dilutive in that their conversion into ordinary shares would not increase the net loss per share.  Consequently, there is no diluted loss per share to report for the period.

 

	2025		2024
Weighted average shares in issue	20,680,288		13,059,359
(Loss)/earnings from continued operations (£'000)	(902)		(106)
(Loss)/earnings per share	(4.4)		(0.8)

 

Weighted average shares in issue	20,680,288		13,059,359
(Loss)/earnings from discontinued operations (£'000)	224		(981)
(Loss)/earnings per share	1.1		(7.5)

 

10.          INTANGIBLE ASSETS

		Identifiable assets acquired
		£'000
Cost
At 31 March 2024		3
Additions		-
Disposals		(3)
At 31 March 2025		-
Amortisation
At 31 March 2024		(2)
Additions		-
Disposals		2
At 31 March 2025		-
Net book value
At 31 March 2025		-
At 31 March 2024		1

 

 

11.          TANGIBLE ASSETS

	Fixtures, fittings and equipment		Motor vehicles		Total
	£'000		£'000		£'000
Cost
At 31 March 2024	51		39		90
Additions	1		-		1
Disposals	(41)		(39)		(80)
At 31 March 2025	11		-		11
Depreciation
At 31 March 2024	(37)		(20)		(57)
Charge for the period	(8)		(4)		(12)
Disposals	34		24		58
At 31 March 2025	(11)		-		(11)
Net book value
At 31 March 2025	-		-		-
At 31 March 2024	14		19		33

 

12.          RIGHT OF USE ASSETS, FINANCE LEASE RECEIVABLE AND LEASE LIABILITIES

 

The Company leased a number of properties for its retail operations and accounted for these arrangements under IFRS 16 - Leases, which sets out the principles for recognition, measurement, presentation and disclosure of leases.

 

The interest rates implicit in the leases of between 3% per annum and 4% per annum have been applied.  The leases are repayable in monthly instalments.  Each of the Company's leases for its three retail premises is for an initial 10-year term and thereafter extendable by agreement.  The leases for its Dundee and St Andrews premises contain break clauses at 3 years and 5 years respectively.  The Company makes assumptions in respect of rent review dates within its internal planning and analysis.

 

The carrying amounts of the right of use assets recognised and the movements during the period are shown on the following page:

		ROU Asset
		£'000
Cost
At 31 March 2024		715
Additions		-
Transfer to lease receivable		(581)
Disposals		(134)
At 31 March 2025		-
Amortisation
At 31 March 2024		(209)
Additions		(42)
Transfer to lease receivable		194
Disposals		57
At 31 March 2025		-
Net book value
At 31 March 2025		-
At 31 March 2024		506

Following the sale of the CBD business, the leases to two properties were retained and then sub-let.  The carrying amounts of the Finance Lease Receivable (the "sub-lease") and the Lease Liabilities (the "head-lease") are shown below:

		£'000
Finance Lease receivable recognised		442
The payments on the finance lease receivable received during the year amounted to £13,041
The maturity of the leases due is as follows:
		£,000
Current < 1 year		59
Non-current 2 - 5 years		279
Non-current > 5 years		104
Total Non-current		383
Total lease asset at 31 March 2025		442

 

 

The lease liability on the headlease is shown below:

		£,000
Lease liabilities recognised		403
The lease payments during the year amounted to £72,499
The maturity of the leases outstanding is as follows:
		£'000
Current < 1 year		53
Non-current 2 - 5 years		263
Non-current > 5 years		87
Total Non-current		350
Total Lease liability at 31 March 2025		403

 

13.        INVESTMENT IN SUBSIDIARIES   2025   2024   £'000   £'000 Investment in subsidiary - 50

 

Subsidiary Companies:

As at 31 March 2025, the Company had no subsidiaries.  Its three previous subsidiaries, VoyagerCann Limited, Amphora Health Limited and Infused Amphora Limited were sold to Orsus Therapeutics PLC on 11 November 2024 A gain of sale amounting to £400,000 was recognised in the financial statements.

 

14.         INVENTORY
		2025				2024
		£'000				£'000
Finished products and consumables		-				75

 

The provision held at 31 March 2025 for slow moving stock is £nil (2024: £nil).  There are no material differences between the balance sheet value of inventory and their replacement cost.

15.        TRADE & OTHER RECEIVABLES
		2025		2024
		£'000		£'000
Amounts falling due within one year
Trade receivables (Net of Bad Debt provision)		2		3
Other receivables		444		11
Prepayments and accrued income		17		13
Finance lease receivable		59
VAT receivable		22		1
		544		28
Amounts falling due after one year
Other receivables: rent deposit		17		18
Finance lease receivable		383
		944		46

The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.  Fair values have been calculated by discounting cash flows at prevailing interest rates.  See also Note 25.

 

All amounts in trade receivables are due within 3 months.  The non-collection risk on trade receivables is reflected in the level of allowance for non-recovery of £1,000 (2024: £1,000).

16.          OTHER CURRENT ASSETS
			2025				2024
			£,000				£,000
Financial Instrument: M3 Helium Corp share option			144				-

 

Mendell Helium obtained an option to acquire 100% share capital in M3 Helium in exchange for granting 57,611,552 of its own shares upon exercise of the option. Management have valued these shares in respect to level 1 hierarchy of IFRS 15 i.e., the movement in the Mendell Helium share price from the date of grant of the option and balance sheet date.  

 

17.           CASH & CASH EQUIVALENTS
		2025		2024
		£'000		£'000
Cash at bank		76		163

 

Cash at bank comprises of balances held in the Company's bank accounts. The carrying amount of these assets approximates to their fair value. 

 

18.        TRADE & OTHER PAYABLES AMOUNTS FALLING DUE WITHIN ONE YEAR
	Note
		2025			2024
		£'000			£'000
Trade payables		(136)			(75)
Accruals		(54)			(88)
Pensions payable		-			(2)
Lease liability	13	(53)			(62)
Other payables		(16)			(23)
		(259)			(250)

Trade payables and accruals principally comprise amounts outstanding for trade purchases and continuing costs. The Directors consider that the carrying amount of trade and other payables approximates to their fair value.  See also Note 26.

 

19.         LEASE LIABILITIES AND OTHER PAYABLES - AMOUNTS FALLING DUE AFTER ONE YEAR
	2025	2024
	£'000	£'000
Non-current lease liabilities
Later than 1 year and not later than 5 years	(263)	(304)
More than 5 years	(87)	(190)
	(350)	(494)
Amounts falling due after one year
Other payables: rent deposits	(29)	-
	(379)	(494)
20.        SHARE CAPITAL
	31 March	31 March
	2025	2024
	£'000	£'000
Allotted called up and fully paid:
43,885,495 (2023: 13,402,888) ordinary shares of £0.01 each	439	144

 

The Company has only one class of share.  All ordinary shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital. The following changes to the issued share capital of the Company during the year:

	Number	Par value of shares issued
		£'000
At 31 March 2024	14,402,888	144
18 July 2024 subscription for shares	28,815,607	288
10 October 2024 issue of shares	667,000	7
Total issued in the period	29,482,607	295
Number of shares in issue at 31 March 2025	43,885,495	439

 

 

21.          SHARE PREMIUM ACCOUNT
		2025
		£'000
At 31 March 2024		2,049
18 July 2024 subscription for shares		576
10 October 2024 subscription for shares		14
Total issued in the period		590
Less:  Costs relating to share issues		-
At 31 March 2025		2,639

 

 

 

22.          EQUITY-SETTLED SHARE-BASED PAYMENTS RESERVE

					2025
					£'000
	At 31 March 2024				186
	On options and warrants granted in the period				-
	Equity settled share based payment				39
	At 31 March 2025				225

The share options are Enterprise Management Incentive (EMI) options and therefore there is no employer's National Insurance Contributions on either their grant or exercise.

 

The vesting conditions involve market performance conditions hence they are fair valued using Monte Carlo valuation method.

 

At 31 March 2025, there were warrants and options outstanding over 17,235,621 unissued ordinary shares.   Details of the warrants and options outstanding at the year end are as follows:

 

Granted	Exercisable from	Exercisable until	Number Outstanding	Exercise price (p)
Warrants
19 July 2024	Any time until	19 July 2026	14,407,803	6
19 July 2024	Any time until	19 July 2026	900,000	3
10 October 2024	Any time until	9 October 2026	500,000	3
Options
16 January 2023	Any time until	16 January 2033	1,427,818	20
Total			17,235,621

 

The Directors held the following options at the end of the period. These options only vest if the Company's share price exceeds a hurdle of 20 pence.

 

Director	At 31 March 2024	Awarded in the period	At 31 March 2025	Exercise price (pence)	Earliest date of exercise	Latest date of exercise
E Boyle	460,652	-	460,652	20	16 January 2025	16 January 2033
N Tulloch	921,304	-	921,304	20	16 January 2025	16 January 2033
Total	1,381,956	-	1,381,956

The market price of the shares at the year-end was 2.75 pence per share. 

 

During the period, the minimum and maximum prices were 2.125 pence and 9.35 pence per share respectively.

 

Details of the options and warrants outstanding at the period end are as follows:

 

		2025	2025
		Number	Weighted average exercise price    - pence
Warrants
Outstanding at the beginning of the period		4,930,956	20.00 - 58.00p
Granted during the period		15,807,803	3.00 - 6.00p
Lapsed during the period		4,930,956	20.00 - 58.00p
Exercised during the period		-
Outstanding at the period end		15,807,803	3.00 - 6.00p
Exercisable at the period end		15,807,803	3.00 - 6.00p
Options
Outstanding at the beginning of the period		1,452,818	20.00p
Granted during the period		-
Lapsed during the period		25,000	20.00p
Exercised during the period		-
Outstanding at the period end		1,427,818	20.00p
Exercisable at the period end		1,427,818	20.00p

 

There were no options or warrants exercised during the period. 

 

The options and warrants outstanding at the period end have a weighted average remaining contractual life of 1.6 years.  The exercise price of the options and warrants outstanding at the period end is 20 pence and 3 - 6 pence per share respectively.  Full details of the exercise price and potential exercise dates are given in Note 21 above.

 

The Company recognised total charges of £39,188 related to equity-settled share-based payment transactions during the period, the amount of which is included in administrative expenses and the share premium account.

 

23.          CAPITAL COMMITMENTS

 

There were no capital commitments at 31 March 2025.

 

24.          CONTINGENT LIABILITIES

 

There were no contingent liabilities at 31 March 2025.

 

25.          FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 

The Company's financial instruments comprise primarily cash and various items such as trade debtors and trade creditors which arise directly from its operations.  The main purpose of these financial instruments is to provide working capital for the Company's operations.  The Company did not utilise complex financial instruments or hedging mechanisms. To date, these amounts have, individually, been not material to the Company's trading performance or working capital.

 

Financial assets by category

The categories of financial assets (as defined by IFRS 9: Financial Instruments) included in the balance sheet and the heading in which they are included are as follows:

 

		2025		2024
		£'000		£'000
Non-current assets
Trade and other receivables		400		608
Current assets
Trade and other receivables		544		103
Cash and cash equivalents		76		163
		1,020		874

 

Financial liabilities by category

The categories of financial liabilities (as defined by IFRS 9) included in the balance sheet and the heading in which they are included are as follows:

		2025		2024
		£'000		£'000
Current liabilities
Trade and other payables		(190)		(163)
Categorised as financial liabilities
measured at amortised cost		(190)		(163)

 

All amounts are short term and payable in 0 to 9 months. 

 

Credit risk

The maximum exposure to credit risk at the reporting date by class of financial asset was:

 

		2025		2024
		£'000		£'000
Trade and other receivables - gross		544		28
		544		28

 

Trade receivables are due within 3 months. A provision for expected losses of £1,326 has been established.

 

Capital management

The Company considers its capital to be equal to the sum of its total equity. The Company monitors its capital using a number of metrics including cash flow projections, working capital ratios, the cost to achieve development milestones and potential revenue from activities. The Company's objective when managing its capital is to ensure it obtains sufficient funding for continuing its planned programme of growth. The Company funds its capital requirements through the issue of new shares to investors.

 

Interest rate risk

The maximum exposure to interest rate risk at the reporting date by class of financial asset was:

Company		2025		2024
		£'000		£'000
Bank balances and receivables		76		163

 

The nature of the Company's activities and the basis of funding are such that the Company has significant liquid resources. The Company uses these resources to meet the cost of future development activities.  Consequently, it seeks to minimise risk in the holding of its bank deposits.  The Company is not financially dependent on the small rate of interest income earned on these resources and therefore the risk of interest rate fluctuations is not significant to the business and the Directors have not performed a detailed sensitivity analysis.  Nonetheless, the Directors take steps when possible and cost effective to secure rates of interest which generate a return for the Company by depositing sums which are not required to meet the immediate needs of the Company in interest-bearing deposits.  Other balances are held in an interest-bearing, 95-day notice account.  All deposits are placed with UK banks to restrict both credit risk and liquidity risk.  The deposits are placed for the short term, of up to 95 days, to provide flexibility and access to the funds and to avoid locking into potentially unattractive interest rates. 

 

Credit and liquidity risk

Credit risk is managed on a Company basis. Funds are deposited with financial institutions with a credit rating equivalent to, or above, the main UK clearing banks. The Company's liquid resources are invested having regard to the timing of payments to be made in the ordinary course of the Company's activities. All financial liabilities are payable in the short term (normally between 0 and 3 months) and the Company maintains adequate bank balances to meet those liabilities as they fall due.

 

Currency risk

Historically the majority of income and costs were incurred in sterling and foreign currency risk is not considered to be significant.  In future years, following completion of the acquisition of M3 Helium, the Company also expects to incur both income and costs in US dollars.

 

26.          RELATED PARTY TRANSACTIONS

 

There were no related party transactions in the year to 31 March 2025 aside from the transactions with directors in respect of remuneration, details of which are set out on pages 37 to 41.

 

 

27.          DISCOUNTINUED OPERATIONS

 

During the year, the company disposed of its plant based health and wellness business to Orsus Therapeutics PLC. 

 

As the operations of the plant based health and wellness business were discontinued, the comparative Statement of Comprehensive Income has been restated in accordance with IFRS 5 to move costs in 2024 that relate to this to discontinued operations.

 

The profit and loss for the plant based health and wellness business is below:

 

		Year ended		Year ended
		31-Mar-25		31-Mar-24
		£'000		£'000
Revenue	(A)	101		279
Cost of sales		(67)		(182)
Gross profit		34		97
Administrative expenses		(333)		(1,066)
Gain on sale of assets		125
Other operating income		-		2
Operating loss		(174)		(967)
Gain on sale of investments		400		-
Net finance expense		(2)		(14)
Loss on ordinary activities before taxation		224		(981)

 

A)   REVENUE

Revenue arising from the sale of goods by type is analysed as:

 

	2025		2024
Shop revenue	66		142
Trade sales	10		85
Website and other sales	28		52
Total revenue	104		279

 

28.          EVENTS AFTER THE REPORTING PERIOD

 

Subsequent to the year end, on 7 April 2025, the Company announced that it had raised £796,000 by issuing 39,807,950 new ordinary shares at a price of 2 pence per share with one warrant exercisable at 3 pence issued for every new ordinary share issued. 

 

On 25 April 2025, the Company announced that it had raised a further £38,834 by issuing 1,941,691 ordinary shares at a price of 2 pence per share with one warrant exercisable at 3 pence issued for every new ordinary share issued.

 

On 23 June 2025, the Company announced that it had raised £515,000 by issuing 25,745,500 new ordinary shares at a price of 2 pence per share. For every two new ordinary shares subscribed, investors received one warrant exercisable at 4 pence and one warrant exercisable at 6 pence.

 

On 28 July 2025, the Company announced that John Brown would be joining the board of directors with effect from 1 August 2025.

 

During July and as described in the CEO's report, the Company agreed to restructure the consideration received for the sale of its former plant based health and wellness business to Orsus. 

 

29.          CONTROL

 

In the opinion of the Directors there is no single ultimate controlling party.

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MENDELL HELIUM PLC

 

Opinion

We have audited the financial statements of Mendell Helium Plc (the 'company') for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards.

In our opinion, the financial statements:

·    give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its loss for the year then ended;

·    have been properly prepared in accordance with UK-adopted international accounting standards; and

·    have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included obtaining and reviewing the management's going concern assessment and associated cashflow forecasts for a minimum of 12 months from the date of approval of the financial statements. We have reviewed key inputs to the forecast financial information, and challenged the applicable assumptions and key estimates and confirmed that the calculations applied in the forecasts were in accordance with the assumptions and were mathematically accurate. In addition, we have also reviewed the current cash position to ensure it is in accordance with management expectation.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

 

Our application of materiality

The scope of our audit was influenced by our application of materiality. We determined materiality for the financial statements as a whole to be £28,000 (2024: £61,000) for the financial statements. We deem the most important metric for users of the financial statements to be the loss before tax.

 

Overall materiality has been set at 4% (2024: 6%) of loss before tax. Loss before tax is considered to be a key performance indicator for Mendell Helium Plc as their primary business function is to make profit and look attractive to potential investors, particularly due to the strategy change in the year ended 31 March 2025, being the venturing into natural resources.

 

Performance materiality was set at 75% (2024: 70%) of overall materiality. The performance materiality is based on our assessment of the relevant risk factors such as management's attitude towards proposed adjustments and the level of estimation inherent within the company. We use performance materiality to assess the extent of testing needed to reduce the risk that the aggregated uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole to an acceptably low level. We agreed to report to those charged with governance all corrected and uncorrected misstatements we identified through our audit with a value in excess of £1,400 (2023: £3,050). We also agreed to report any other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds as well as disclosure matters that we identified when assessing the overall presentation of the financial statements.

 

We applied the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatement. Materiality is reassessed throughout the audit. The materiality threshold has not changed since the audit planning stage.

 

Our approach to the audit

In designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas requiring the directors to make subjective judgements, for example in respect of significant accounting estimates including the valuation of share-based payments, recoverability of M3 Helium debtors, valuation of the M3 option and the valuation and recoverability of the investment. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represents a risk of material misstatement due to fraud.

We identified what we considered to be key audit matters in the next section and planned our audit approach accordingly.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

Key Audit Matter	How our scope addressed this matter
Valuation of the M3 Option
There is a risk that the valuation of the call Option agreement with M3 Helium has not been accounted for in line with applicable accounting requirements.	Our work on this area included: ·    Obtaining and reviewing the Option and Sales Purchase agreement for the potential acquisition to understand the key terms and consideration; ·    Obtaining and evaluating management's assumptions used in the valuation technique of the option; ·    Assessing the consistency of management's valuation techniques to the requirements of the applicable accounting standard: IFRS 9; ·    Assessing whether the Option conveyed Mendell Helium control over M3 Helium under the requirements of IFRS 10; and ·    Reviewing the disclosures made by management in the financial statements to ensure they are consistent with the requirements of the applicable accounting standards.
Going Concern When preparing financial statements, those charged with governance should satisfy themselves as to whether the going concern basis is appropriate. The entity has been loss making over the year and has sold off its major line of business (the CBD business). This significantly impacted its ability to generate cash to keep its operations going. Therefore, the entity has been reliant on raising additional funds to run the operations of the company and execute its new refined strategy in the natural resources industry.	Our work in this area included: ·    Review of management's forecasts and management's going concern assessment and consideration of its appropriateness in light of our understanding of the Company; ·    Challenging the applicable assumptions and key estimates and obtaining an understanding of the key assumptions used to prepare this information as below: ·    Agreeing inputs (including contracted and committed expenditures) to underlying supporting documentation; ·    Ensuring the calculations applied in the forecasts are mathematically accurate; ·    Reviewing of current year performance and year-end position; ·    Considering events after the end of the reporting period; ·    Considering external market factors and any uncertainties and mitigating events; and ·    Considering the current cash position.

 

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

·    the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

·    the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

·    adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

·    the financial statements are not in agreement with the accounting records and returns; or

·    certain disclosures of directors' remuneration specified by law are not made; or

·    we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

·    We obtained an understanding of the company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research, application of cumulative audit knowledge and experience of the CBD sector.

·    We determined the principal laws and regulations relevant to the parent company in this regard to be those arising from:

o  The Novel Foods (England) Regulations 2018 [CBD edibles are regulated as a novel food through the Food Standards Agency]

o  Food Safety Act 1990

o  Health and Safety Act 1974

o  QCA Corporate Governance

o  AQSE Growth Market regulations - Access Segment

o  Misuse of Drugs Act 1971 and Misuse of Drugs Regulations 2001

o  Local tax laws and regulations

o  Companies Act 2006

·    We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the company with those laws and regulations. These procedures included, but were not limited to:

o  Making enquiries of management regarding potential instances of non-compliance;

o  A review of Board meeting minutes; and

o  A review of legal ledger accounts

·    We also identified the risks of material misstatement of the financial statements due to fraud. Aside from the non-rebuttable presumption of a risk of fraud arising from management override of controls and the rebuttable presumption of risk of fraud on revenue recognition, we did not identify any other significant fraud risks.

·    We addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.  Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Timothy Harris (Senior Statutory Auditor)                                                           15 Westferry Circus 

For and on behalf of PKF Littlejohn LLP                                                                         Canary Wharf

Statutory Auditor                                                                                                         London E14 4HD

29 September 2025