Condensed cash flow statement

For the six months ended 30 September 2023

For the purposes of the cash flow statement, cash and cash equivalents comprise the following:

1.    Corporate information

The interim condensed financial statements of Hellenic Dynamics Plc ("the Company")  for the six months ended 30 September 2023 were authorised for issue in accordance with a resolution of the directors on 28 December 2023.

The Company and its subsidiary ("the Group") have a principal activity of the cultivation and supply of medical cannabis flowers. The address of its registered office is 21 Arlington Street, London, SW1A 1RN.

Hellenic Dynamics Plc is a limited company, incorporated in England and Wales, whose shares are publicly traded on the London Stock Exchange in the standard segment.

2.    Notes to the Interim Report

Basis of preparation

The Company's half-yearly financial statements for the six months ended 30 September 2023 were authorised for issue by the directors on 28 December 2023.

The half-yearly financial statements, which are unaudited, do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. The statutory accounts for the year ended 31 March 2023 have been filed with the Registrar of Companies at Companies House. The audit report on the statutory accounts for the year ended 31 March 2023 was unqualified and did not contain any statements under Section 498 (2) or (3) of the Companies Act 2006.

On 5 December 2022, the Company acquired Hellenic Dynamics S.A. via a reverse takeover which resulted in the Company becoming the ultimate holding company of the Group. The transaction was accounted for as a reverse acquisition since it did not meet the definition of a business combination under IFRS 3. The comparatives within the condensed statement of comprehensive income and condensed statement of changes in equity and the condensed cashflow statement represent that of the legal subsidiary and accounting acquirer, Hellenic Dynamics S.A. for the interim period to 30 September 2022 and not that of Hellenic Dynamics Plc. The interim financial statements as at 30 September 2022 reflected the figures of Hellenic Dynamics Plc as it was prior to the reverse takeover.

The annual financial statements of the Company for the year ended 31 March 2024 will be prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006,  IFRIC Interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under UK-adopted IAS.  Accordingly, these interim financial statements have been prepared using accounting policies consistent with those which will be adopted by the Company in the financial statements and in compliance with IAS 34 "Interim financial reporting".

The functional currency for each entity in the Group is determined as the currency of the primary economic environment for which it operates. The functional currency of the parent company, Hellenic Dynamics PLC, is Pounds Sterling (£). The functional currency of its subsidiary, Hellenic Dynamics S.A., is the Euro (€). The Group has chosen to present its consolidated financial statements in Pounds Sterling (£), as the Directors believe it is a more appropriate presentational currency of the users of the consolidated financial statements. Foreign operations are included in accordance with the policies set out in the Annual Report and Accounts.

The interim financial statements have been prepared in accordance with the accounting policies set out in the annual financial statements for the year ended 31 March 2023.

New standards, amendments and interpretations adopted by the Group

There are no accounting pronouncements which have become effective from 1 April 2023 that have a material impact on the Company's interim condensed financial statements.

New standards, amendments and interpretations adopted not yet by the Group

The standards and interpretations that are relevant to the Group, issued, but not yet effective, up to the date of these interim Financial Statements have been evaluated by the Directors and they do not consider that there will be a material impact of transition on the financial statements.

3.    Significant accounting policies

The interim condensed financial statements have been prepared in accordance with the accounting policies adopted in the Company's most recent annual financial statements for the year ended 31 March 2023.

4.    Going concern

The interim financial statements are prepared on a going concern basis which the directors believe to be appropriate. At the balance sheet date, the company had total  assets of £1,930,384 and a cash balance of £195,780. Subsequent to the period ended 30 September 2023 the Company secured a mezzanine draw down loan facility of USD €3million, which will support the current plans of the group. The Directors believe that the Company will be able to meet its obligations as they fall due.

5.    Estimates and judgements

The judgements, estimates and assumptions applied in the interim condensed financial statements, including the key sources of estimation uncertainty, were the same as those applied in the Company's last annual financial statements for the year ended 31 March 2023.

6.    Risks and uncertainties

The Directors continuously assess and monitor the key risks of the business. The key risks that could affect the Group's performance and the factors that mitigate those risks have not substantially changed from those set out in the Group's most recent annual financial statements for the year ended 31 March 2023.

7.    Segmental Reporting

For management purposes the Group is organized into business units based on its products and services and has two reportable segments, as follows;

·      Medical Cannabis Supply - Cultivation and supply of medicinal cannabis flowers

·      Head Office - The provision of management services of the Group

The Executive Management Committee is the Chief Operating Decision Maker (CODM) and monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements. Also, the Group's financing (including finance costs, finance income and other income) and incomes are managed on a Group basis and are not allocated to operating segments. Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.

Segmental operating performance

Business segments assets and liabilities

8.    Property, plant and equipment

During the six months ended 30 September 2023, the Group acquired assets with a cost of £421,346 (Sept 2022 - £779).

9.    Share Capital

The ordinary shares have attached to them fully voting, dividend, and capital distribution rights (including on a winding up). The ordinary shares do not confer any right of redemption.

2,270,182 Founder shares were issued in 2016. The founder shares are not quoted and do not carry a right to vote or to receive a dividend.

Warrants

During the period, 125,000,000 warrants lapsed as a result of the repayment of the convertible loan notes. As at 30 September 2023, there were 312,784,810 warrants outstanding.

Share Options

All of the options are equity settled and the charge for the period is £94,381 (Sept 2022 - £Nil). As at 30 September 2023, the were 1,282,688,148 share options outstanding.

10.  Trade and other payables

During the period, convertible loan notes amounting to £375,000 were repaid. The equity element of the convertible loan note amount to £41,305 was reversed.

11.  Related party transactions

At the end of the period, an amount £14,353 was owed by a director (Mar 2023 - £14,353).

12.  Subsequent events

Subsequent to the year end the company undertook a capital reorganisation by consolidating every 100 Existing Ordinary Shares held into one Ordinary Share of £0.01 each, followed by a share subdivision and reclassification of each Consolidated Share into 99 Deferred Shares and one new Ordinary Share of £0.001 each.

The New Ordinary Shares have the same rights as the Existing Ordinary Shares including voting, dividend and other rights.

The Deferred Shares have no right to vote or participate in the capital of the company save in respect of insolvency.

Subsequent to the year end the company entered into a $3 million unsecured loan facility for a 36 month term of which $450,000 has been advanced. The annual interest rate payable is 15% per annum. 4,249,291 warrants have been granted to the lender exercisable at 9.884p for 36 months.

13.  Statement of Directors' responsibilities

The Directors of Hellenic Dynamics plc are set out on page 3 of this report. We confirm that to the best of our knowledge:

·      the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted for use in the UK.

·      the interim management report includes a fair review of the information required by;

o  DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

o  DTR 4.2.8R if the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

By order of the Board

Davinder Rai

Chief Executive Officer

28 December 2023