28 February 2025
(“Everest” or the “Company”)
Final Results
The year ended
On
As part of our quest to access further pools of capital we acquired a strategic stake of 33% of the issued share capital of
The Company did not undertake any further operational acquisitions during the period as the Board considered the risk profiles of the businesses reviewed were not appropriate in terms of risk or capital structure. We continue to actively seek other strategic acquisitions.
From a capital raising perspective, the Company raised funds via the issue of CLN’s, which has been used for working capital. Any excess capital has been applied to short term lending to external parties. It will give the Company the ability to have resources should an appropriate acquisition present itself and the loans are all repayable in less than 1 year. The loans even though not repayable on demand, have short term maturity dates. If an acquisition where to present itself, we wouldn’t continue to lend the funds out and be able to recoup the funds back into the Group. The time horizon on a new purchase from identification to completing due diligence and finally purchasing, would allow all loans to be repaid.
On
During the year, the Company issued 12 unsecured CLNs to
The material terms of the CLNs are:
- the aggregate principal amount of the CLNs is limited to £50m and they will be issued in integral multiples of £250,000;
- the CLNs issued pursuant to the Loan Notes Instrument are unsecured;
- the term of each tranche of CLNs is 3 years from the date of the certificate of the applicable CLNs;
- they are convertible into ordinary shares of £0.02 each in the issued share capital of the Company (“Ordinary Shares”);
- the Noteholder will not be able to convert CLNs in the first 12 months from the date of issue of such CLNs;
- the Noteholder will not be able to convert CLN if, in any rolling 12-month period, the Company has already issued 20% of its entire issued share capital, unless:
• a prospectus is published by the Company which includes a disclosure referring to the conversion of such CLNs and admission of the new Ordinary Shares to the Official List of the
• the issue of such new Ordinary Shares will not result in such noteholder, together with any persons acting in concert with it, holding 30 per cent. or more of the voting rights of the Company at any time;
- the Noteholder will not be able to convert CLNs to the extent that such noteholder, together with anyone acting in concert with them, will hold 30% or more of the voting rights in Everest, unless independent shareholders have given their approval and the
- the Noteholder may request the payment of interest on the anniversary date of the issue of the CLNs to them or request that the interest is rolled up and capitalised;
- the interest rate that will be applied to outstanding CLNs s is 6% per annum;
- the conversion price of the CLNs is a price per Ordinary Share of £0.04;
- at the end of the term of each tranche of CLNs (or such other date that the Company notifies the relevant noteholders in writing in respect of such tranche of CLNs), Everest will repay the principal amount of such tranche of CLNs not converted, plus accrued interest, by issuing new ordinary shares or cash (at the Company’s election) ; and
- the CLNs can only be transferred to a party approved by the Directors.
On
As at today’s date, excluding any accrued interest, £3,504,450 of issued convertible loan notes remain outstanding pursuant to convertible loan note deeds, all of which are held by companies owned or controlled by Mr
Of the £3million received through the issue of the CLNs £2.7 million has been lent to ECLL, which in turn lends to third parties. ECLL is acting as a treasury function for the group and enables funds to be proactively managed while we await a strategic acquisition opportunity. The loans are repayable within 12 months of the issue of the loan. These are short term transactions.
During the year, shares were issued and the current shares in issue is as follows:
Total number of Ordinary Shares in issue and listed on 31 October 2023 64,888,855
Number of Ordinary Shares issued pursuant to the acquisition of Precious Link
Total number of Ordinary Shares in issue and listed on 31 October 2024 77,388,855
The focus for 2025 will be the same as the previous year being the growth in the food and beverage business via acquisition and joint ventures. However, our intention is to be a little more aggressive. The Company will continue to match acquisitions and joint ventures that require capital to fundraising initiatives.
Our auditors,
Finally, I would like to thank all our customers, service providers, shareholders, staff and my fellow Directors for all their assistance and support during the year under review.
The financial information set out below does not constitute the Company's statutory accounts for the years ended
The announcement has been prepared on the basis of the accounting policies as stated in the financial statements for the year ended
Once published, hard copies will be available to shareholders upon request to the Company Secretary,
Mr
The annual report and accounts for the year ended
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic
The Directors of the Company take responsibility for the contents of this announcement.
For further information please contact the following:
Everest Global plc
Andy Sui , Chief Executive OfficerRob +44 (0) 776 775 1787+27 (0)84 6006 001
Scott, Non-Executive Director
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.
Overview
The objective of the Strategic report of
As a Board we consider the wider environment within which we operate and as such ensure that we have considered the impact of our decisions on key stakeholders. We also ensure that we are aware of any significant changes in the market or the external environment, including the identification of emerging risks, which can be fed into our strategic decisions and our risk management process. The Board considered its strategic stakeholders in the year as follows:
We listen to our customers and endeavour to supply them with relevant
Customers products. This entails continuous discussions with our existing and
potential customers as well as product development.
We have worked with a number of our suppliers for many years, and any
Suppliers loss of our sales or product mix impacts their business. We
continuously communicate with them, where possible, to reduce the
impact on their businesses.
We have a clear responsibility to engage with
shareholders and lenders to our business and their views
Shareholders & lenders are an important driver of our strategy. We keep our
shareholders regularly informed while lenders receive
regular updates on the performance of the organisation.
During the year under review the Company and its subsidiary had 12 (2023:
Staff 24) staff and Directors. Full disclosure of our employee numbers are in
note 6.
The Company and its subsidiaries comply
Social, community & human rights issues with all national and international laws
and regulations pertaining to human
rights and social interaction
In accordance with Section 414C (11) of the Companies Act 2006, the Group chooses to report the review of the business, the outlook and the risk and uncertainties faced by the Company in the principal risks section starting on page 10. The Directors’ assessment of the risks faced by the Group are set out in the specific subsidiary risks and uncertainties and can be found on page 12 of the financial statements.
Our purpose & values
The Company's purpose and values are the fundamental beliefs and principles that guide our decision making and actions. These shape our culture and promotes teamwork. They assist differentiation although the values are generic. These core principles assist us to stay true to our vision.
The Company's purpose and values is:
The above principles guide the Company in executing its strategy and operational parameters.
Strategy
The Company is actively looking to expand its exposure to cover the wider food and beverage industry with a focus on the beverage distribution and production sector in the
The Company is focusing on additional acquisitions of businesses in the sector in the
The Company’s primary objective is that of securing the best possible value for Shareholders, consistent with achieving, over time, both capital growth and income for Shareholders through developing profitability coupled with dividend payments on a sustainable basis.
Business model
The Business model is that of a trading business with operating businesses held via a listed holding company. The intention is to acquire businesses that either catalyse the strategy or add cashflow to that strategy. The underlying businesses should be independently run by competent management and have sufficient controls and systems to ensure robust financial reporting and superior corporate governance. The Company adopts a hands-off approach on management other that reviewing strategy, budgets and quarterly financial management reports. The financial results of the component businesses are consolidated where necessary or equity accounted.
In addition, where the Company has excess cash, it invests in best possible returns with mitigated risks.
Financial review
The table below shows the comparative amounts for each component subsidiary for each period so that the users of the Financial Statements can understand the financial effects of the disposal and acquisition. DI has not been consolidated except as a line item on the income statement as required under IFRS5.
2024£ 2023£
Revenue DI 360,963 2,791,695
Revenue PL 437,768 n/a
Revenue ECLL - n/a
Expenses DI 365,479 3,125,216
Expenses PL 438,200 n/a
Expenses ECLL 71,342 n/a
NPBT DI 4,755,269 333,521
NPBT PL (3,580) n/a
NPBT ECLL 88,715 n/a
A comparison of revenue, expenses and Net Profit Before Tax (NPBT) is meaningless as DI was accounted for only 2 months and PL was consolidated for 10 months. ECLL was consolidated for the full period. The table above shows the financial metrics for review.
Group operating loss for the year was £669,607 (2023: £810,883).
Basic profit per share for the year was 2.48p (2023: 1.71p). Diluted profit per share for the year was 1.44p (2023: 1.71p).
As at
Financing and capital structure
During the year under review, on
The Noteholder indicated that should the Company require further funding it would be amenable to subscribe for more. As a result, after year end, on
CLNs to SPC was a related party transaction for the purposes of Rule 7.3 of the Disclosure Guidance and Transparency Rules.
Acquisition strategy
The Company considered several acquisitions during the year under review but felt the risk profile and capital matching involved did not represent an appropriate fit and decided not to proceed. The Company will again be actively looking for new acquisitions to bolster its operations and will as a result in all likelihood seek to raise more capital by way of both debt and equity.
Key performance indicators ('KPI')
Year ended31 October 2024 Year ended31 October 2023
£ £
Turnover 437,768 -
Gross profit 108,054 -
Cash on hand and in bank 279,725 858,024
Underlying operating loss (669,607) (810,883)
The Board use these indicators as a high-level indication of how the Group is performing and therefore how to actively improve the performance.
The KPIs used are reflective of the business as at
Due to the transactions undertaken in the year, the financial data shown above has been changed to reflect the reporting requirement under IFRS. Therefore, we are now showing 2023’s numbers with a retrospective view as a result of the disposal of DI. It is therefore difficult to discuss in a meaningful way the changes when there is no comparative.
Turnover is the income for the Group and therefore is vital to enable the Group to continue with its current business model. Gross profit is an indication that the underlying business is profitable. This is because gross profit is turnover less any direct costs. With our new group formed we will look to grow turnover in the knowledge that it is profitable. We have a 25% gross profit margin, which is healthy and a metric we will continue to meet as PL grows. This approach will allow the business to grow and reinvest in itself or pay out to its shareholders in the longer term.
As a Company that invests in companies, having direct access to capital via the ability to issue further CLNs/equity to our supportive substantial shareholder is invaluable to cover ongoing costs and also to be able to invest in new businesses. Investment opportunities can arise from anywhere and by having adequate access to funds, the Group is able to actively scour the market for these opportunities.
Finally, operating loss takes into consideration overheads of the Group. The Group, including discontinued operations, has post tax profits of £4.125 million, this is not a direct indication of performance due to the transactions undertaken in the year. The Group profit post tax takes into consideration of the unwinding of the loan outstanding to K2 from DI. As a result, there is a large finance income receivable, further details on the discontinued operations are document in note 4. This year we have pivoted the business from an African focus to a
We would hope to see improvements in these KPIs as we move forward. This isn't going to occur in the short term as we purchase businesses, however in the medium to long term we envisage a cash generative and profitable group with growing turnover.
The Group uses financial instruments to aid in the ongoing objectives of the business. Further details on the Group’s financial instruments, can be found at note 29.
Principal risks and uncertainties for the Group
The Directors consider the following risk factors to be of relevance to the Group’s activities. It should be noted that the list is not exhaustive and that other risk factors not presently known or currently deemed immaterial may apply. The material risk factors are summarised below:
Although the Directors believe that the
Group’s risk management procedures are
adequate, the methods used to manage
i. Failure to identify or anticipate risk may not identify or anticipate
future risks current or future risks or the extent of
future exposures, which could be
significantly greater than historical
measures indicate.
The Company intends to make further
acquisitions in the food and beverage
industry with a focus on the beverage
The Company may be unable to raise distribution and production sector in
ii. funds to complete any further the UK and the rest of Europe . Although
acquisitions for growth the Company has not formally identified
any prospective targets, it cannot
currently predict the amount of
additional capital that may be required.
The Company’s next acquisition may be
a Reverse Takeover. If an acquisition
is made, its business risk will be
concentrated in a single target until
the Company completes an additional
acquisition, if it chooses to do so.
In the event that the Company acquires
less than a 100 per cent. interest in
a particular entity, the remaining
ownership interest will be held by
third parties and the subsequent
management and control of such an
entity may entail risks associated
with multiple owners and
decision-makers. In circumstances
where the Company were to undertake a
Reverse Takeover (or analogous
transaction) requiring the eligibility
iii. Ownership and Reverse Takeover risks of the Company to be re-assessed, the
Company would be required to meet the
minimum market capitalisation
requirement of £30,000,000 to maintain
its listing as well as satisfy the
requirements of the Equity Shares
(commercial companies) category of the
new UK listing rules which came into
effect on 29 July 2024 . In the event
that the Company is unable to satisfy
these requirements, the Company would
be unable to meet the eligibility
requirements to maintain its listing
and would be required to de-list,
meaning the shareholders of the
Company would hold shares in a
non-trading public company (assuming
it would be unable to secure a listing
or quotation on another exchange).
The beverage industry is dependent on prompt
supply and quality transportation of beverage
ingredients and finished goods. Disruptions
such as adverse weather conditions, natural
disasters and labour strikes in places where
supplies of beverage ingredients are sourced
iv. Reliance on consistent supply could lead to delayed or lost deliveries or
deterioration of ingredients and may, amongst
other things, result in an interruption to the
business of the Group or a failure of the
Group to be able to comply with relevant
legislation and provide quality food /
beverage and services to customers, thereby
damaging its reputation.
In the beverage industry, it is
essential that the quality of products
v. Maintenance of quality of products and is consistent. Any inconsistency in
services the quality of products may result in
customer dissatisfaction and hence a
decrease in their loyalty.
The Board has adopted an acquisition
strategy to make acquisitions in the
beverage industry with a focus on the
beverage distribution and production
sector in the UK and the rest of Europe .
vi. Identifying a suitable acquisition This has directly led the Company to
target acquire PL, a wine retailer in the South
of England . The Company will be dependent
upon the ability of the Directors to
identify suitable acquisition
opportunities in the future and to
implement the Company’s strategy.
The Company’s success will depend
heavily on the maintenance of the
brands in which it invests and the
ability of the Company to adapt the
companies in which it invests, taking
into consideration the changing needs
and preferences of its customers.
Consumer preferences, perceptions and
Demand for the Company’s products may spending habits may shift due to a
vii. be adversely affected by changes in variety of factors that are difficult
consumer preferences to predict and over which the Group
has no control (including lifestyle,
nutritional and health
considerations). Any significant
changes in consumer preferences or
any failure to anticipate and react
to such changes could result in
reduced demand for the Group’s
products and weaken its competitive
position.
Although the beverage distribution and
production sector is a highly competitive one in
which barriers to entry are often low, the
viii. Highly competitive sector alcohol industry, like any other, has its own
set of barriers to entry that can make it
challenging for new players, to establish
themselves.
The Group may be reliant on third
parties to provide contracting services.
There can be no assurance that these
Actions of third parties, including relationships will be successfully
ix. contractors and partners formed or maintained. A breach or
disruption in these relationships could
be detrimental to the future business,
operating results and/or financial
performance of the Group.
Specific subsidiary risks & uncertainties
Regulatory Compliance: The alcohol
industry is heavily regulated. Businesses
must comply with various laws and
regulations regarding licensing,
labelling, advertising, and sales. Supply
Chain Management : Managing a complex
supply chain is crucial. This includes
coordinating with multiple suppliers,
tracking inventory, and ensuring timely
deliveries. Any disruptions can affect
product availability and profitability.
Quality Control: Maintaining product
quality is essential to avoid consumer
i. Sector risk alcohol beverage dissatisfaction and potential health
distribution and retail risks. Strict quality control measures
are necessary to ensure the safety and
consistency of alcoholic beverages.
Market Competition : The alcohol beverage
market is highly competitive. Businesses
must continuously adapt to changing
consumer preferences and market trends to
stay relevant and profitable. Reputation
Management: Negative publicity, whether
from regulatory violations or quality
issues can harm a business's reputation.
Effective risk management strategies are
essential to protect and maintain a
positive brand image.
All phases of the Group’s operations are
subject to environmental regulation in the
areas in which it operates. Environmental
legislation is evolving in a manner that may
require stricter standards and enforcement,
increased fines and penalties for
non-compliance, more stringent environmental
assessments of proposed projects and a
heightened degree of responsibility for
companies and their officers, Directors and
ii. Environmental risks and hazards employees.There is no assurance that
existing or future environmental regulation
will not materially adversely affect the
Group’s business, financial condition and
results of operations. Environmental hazards
may exist on the properties on which the
Group holds interests that are unknown to
the Group at present. The Board manages this
risk by working with environmental
consultants and by engaging with the
relevant governmental departments and other
concerned stakeholders.
The Board has overall responsibility
for the Group’s systems of internal
control and for reviewing their
effectiveness. The Group maintains
systems which are designed to provide
reasonable but not absolute assurance
against material loss and to manage
rather than eliminate risk.The key
features of the Group’s systems of
internal control are as follows:
-- Management structure with
clearly identified
responsibilities;
-- Production of timely and
iii. Internal control and financial risk comprehensive historical
management management information
presented to the Board;
-- Detailed budgeting and
forecasting;
-- Day to day hands on involvement
of the Executive Director and
Senior Management; and
-- Regular Board meetings and
discussions with the
Non-Executive Directors.
The Group’s activities expose it to
several financial risks including cash
flow risk, liquidity risk and foreign
currency risk. More details on
financial risk are at note 29 of our
financial statements.
More details on each of these risks as
iv. Cashflow risk, liquidity risk and well as the Company’s risk management
credit risk policy are at note 29 of our financial
statements.
Managing risks & internal controls
The Company continually identifies the risks that could affect its goals and operations. It assesses the likelihood and impact of each risk, and prioritises them accordingly.
Internal controls are designed and implemented to mitigate or reduce the risks, or transfer or avoid them if possible. The Directors monitor and evaluate the effectiveness and efficiency of the internal controls, and identify any gaps or weaknesses as well as review and update the internal controls periodically, or when there are significant changes in the business environment or objectives.
The key features of the Group’s systems and internal controls have been detailed in risk four of the specific subsidiary risks and uncertainties on page 12.
The Group does not undertake in any instruments to hedge its exposure, further details of our risks can be found in note 29.
Going concern & viability statement
The Directors have reviewed the Group‘s forecast financial position for the 12 months following the Board’s approval of these financial statements. The Group‘s business activities, financial standing, and factors likely to influence its future development, performance, and position were reviewed by the Board. Following a full analysis of the Company, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements.
During the year, the Group did not raise any additional equity funding (2023: £699,930). The Company did, however, issue 12,500,000 shares at a value of
Post year end, the Company a issued a further CLN of £250,000 under the terms of the Loan Note Instrument. In addition, SPC advanced an amount of approximately £155,000 over and above the CLN, which is being used for the ongoing cash requirements of the business.
The Directors have prepared cash flow forecasts. These forecasts consider operating cash flows and the capital expenditure requirements for the Company as well as its subsidiaries, available working capital and forecast expenditure, including overheads and other costs. The Directors are of the opinion that the Group has sufficient working capital and that no additional funding is required other than that what has been raised. Based upon the Company’s forecast, it has sufficient cash for the foreseeable future.
Based on the results of this analysis, the Directors have a reasonable expectation that the Group will be able to continue in operation and meet its obligations as they fall due over the period to
.............................
On behalf of the board
Date:
Directors' report
Board of Directors
The following Directors have held office in the year:
Xin (Andy) Sui Chief Executive Director
Member of the audit committee
Member of the remuneration committee
Member of the audit committee
Member of the remuneration committee
Chair of the audit committee
Member of the remuneration committee
Robert has principal responsibility as being the director responsible for the overview of the management of DI, the Group’s spice manufacturing business that was disposed of post year end, in
Simon graduated from
Chief Executive Officer's statement
The year ended
On
As part of our quest to access further pools of capital we acquired a strategic stake of 33% of the issued share capital of
The Company did not undertake any further operational acquisitions during the period as the Board considered the risk profiles of the businesses reviewed were not appropriate in terms of risk or capital structure. We continue to actively seek other strategic acquisitions.
From a capital raising perspective, the Company raised funds via the issue of CLN’s, which has been used for working capital. Any excess capital has been applied to short term lending to external parties. It will give the Company the ability to have resources should an appropriate acquisition present itself and the loans are all repayable in less than 1 year. The loans even though not repayable on demand, have short term maturity dates. If an acquisition where to present itself, we wouldn’t continue to lend the funds out and be able to recoup the funds back into the Group. The time horizon on a new purchase from identification to completing due diligence and finally purchasing, would allow all loans to be repaid.
On
During the year, the Company issued 12 unsecured CLNs to
The material terms of the CLNs are:
-- the aggregate principal amount of the CLNs is limited to £50m and they
will be issued in integral multiples of £250,000;
-- the CLNs issued pursuant to the Loan Notes Instrument are unsecured;
-- the term of each tranche of CLNs is 3 years from the date of the
certificate of the applicable CLNs;
-- they are convertible into ordinary shares of £0.02 each in the issued
share capital of the Company (“Ordinary Shares”);
-- the Noteholder will not be able to convert CLNs in the first 12 months
from the date of issue of such CLNs;
-- the Noteholder will not be able to convert CLN if, in any rolling
12-month period, the Company has already issued 20% of its entire issued
share capital, unless:
-- a prospectus is published by the Company which includes a disclosure
referring to the conversion of such CLNs and admission of the new
Ordinary Shares to the Official List of the Financial Conduct Authority
and to trading on the London Stock Exchange’s main market for listed
securities; and
-- the issue of such new Ordinary Shares will not result in such
noteholder, together with any persons acting in concert with it, holding
30 per cent. or more of the voting rights of the Company at any time;
-- the Noteholder will not be able to convert CLNs to the extent that such
noteholder, together with anyone acting in concert with them, will hold
30% or more of the voting rights in Everest, unless independent
shareholders have given their approval and the Takeover Panel has waived
the obligation to make an offer for the entire issued share capital of
Everest;
-- the Noteholder may request the payment of interest on the anniversary
date of the issue of the CLNs to them or request that the interest is
rolled up and capitalised;
-- the interest rate that will be applied to outstanding CLNs s is 6% per
annum;
-- the conversion price of the CLNs is a price per Ordinary Share of £0.04;
-- at the end of the term of each tranche of CLNs (or such other date that
the Company notifies the relevant noteholders in writing in respect of
such tranche of CLNs), Everest will repay the principal amount of such
tranche of CLNs not converted, plus accrued interest, by issuing new
ordinary shares or cash (at the Company’s election) ; and
-- the CLNs can only be transferred to a party approved by the Directors.
On
As at today’s date, excluding any accrued interest, £3,504,450 of issued convertible loan notes remain outstanding pursuant to convertible loan note deeds, all of which are held by companies owned or controlled by Mr
Of the £3million received through the issue of the CLNs £2.7 million has been lent to ECLL, which in turn lends to third parties. ECLL is acting as a treasury function for the group and enables funds to be proactively managed while we await a strategic acquisition opportunity. The loans are repayable within 12 months of the issue of the loan. These are short term transactions.
During the year, shares were issued and the current shares in issue is as follows:
Total number of Ordinary Shares in issue and listed on 31 October 64,888,855 2023 Number of Ordinary Shares issued pursuant to the acquisition of 12,500,000Precious Link UK Limited Total number of Ordinary Shares in issue and listed on 31 October 77,388,855 2024
The focus for 2025 will be the same as the previous year being the growth in the food and beverage business via acquisition and joint ventures. However, our intention is to be a little more aggressive. The Company will continue to match acquisitions and joint ventures that require capital to fundraising initiatives.
Our auditors,
Finally, I would like to thank all our customers, service providers, shareholders, staff and my fellow Directors for all their assistance and support during the year under review.
.............................
Chief Executive Officer
Date:
Key activities of the board during the year
Meetings attended:
Xin (Andy) Sui Robert Scott Simon Grant-Rennick Feng Chen*
Board meetings 15 15 15 5
Audit Committee - 2 2 -
meetings
Remuneration
Committee meetings N/A N/A N/A N/A
(included as part of
the board meetings)
*
Directors’ and Board duties
The duty of a director, as set out in section 172 of the Act, is to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members, and in so doing have regard, amongst other matters, to:
1. the likely consequences of any decision in the long term;
2. the interests of the Company's employees;
3. the need to foster the Company's business relationships with suppliers, customers and others;
4. the impact of the Company's operations on the community and the environment;
5. the desirability of the Company maintaining a reputation for high standards of business conduct; and
6. the need to act fairly as between members of the Company.
The duties and responsibilities of the collective Board are:
1. to promote the success of the Company; 2. to exercise independent judgement; 3. to exercise reasonable care, skill and diligence; 4. to avoid conflicts of interest; 5. not to accept benefits from third parties; and 6. to declare interests in transactions or arrangements.
Corporate governance
As a company with an Equity Shares (Transition) listing, the Company is not required to comply with the provisions of the
The Company does depart from the QCA Code. This isn't the intention of the Board but is circumstantial for the Company.
The complexity of the Board's needs remains limited and therefore the size of the board is limited to what is required and needed currently. As the Company grows it will require additional skills on the Board. This will provide greater governance with the addition of a chairperson, more independent Non-Executive Directors, the formation of a stand-alone nomination committee and well as other committees being formed of individuals rather than the entire Board.
Theme How the Company endeavours to achieve the theme
The Company is a holding company.
Its main operational subsidiary,
which makes up the operational
group with the Company (‘the
Group’), is a business involved
in the distribution of the wider
food and beverage industry. The
Company's strategy is to acquire
profitable businesses within the
sector and leverage existing
management and the Company’s
ability to access capital and new
talent.The Company’s strategy for
growth is to:
-- Acquire profitable
businesses within the
sectors we operate;
-- Leverage the internal
Establish a purpose, strategy and skills that is has and
Principle 1. business model which promotes where necessary bring in
long-term value for shareholders. the appropriate skills;
-- Ensure the underlying
business has access to
sufficient growth capital
while being aware of the
actual cost of capital
and the returns that are
required to be generated;
and
-- Create a company that
engages all our people
with a common set of
values and goals.
Our can-do culture feeds into our
strategy, which is being pursued
both organically and, as
opportunities arise, by relevant
acquisitions.There is another
subsidiary which places excess
cash at reasonable rates to
ameliorate the cost of the CLN’s.
The Board promotes a corporate
culture that is based on sound
ethical values and behaviours. The
Board has a clear understanding of
the business’s culture and works
to ensure that these sound ethical
values are reflected throughout
the organisation.The Company has
Promote a corporate culture that policies in place covering key
Principle 2. is based on ethical values and matters such as ethical conduct;
behaviours. anti-bribery and corruption; data
protection, equality, diversity
and inclusion; and whistleblowing.
These are communicated to all
employees and rigorously
enforced.The policy outcomes are
reflected in the actions and
decisions of the Board and staff
within the Company.
The Company is committed to
listening and communicating frankly
and honestly with its shareholders
and stakeholders to ensure that its
strategy, business model and
performance are clearly understood.
Communication with shareholders and
stakeholders is undertaken through
press releases, general
Seek to understand and meet presentations, the release of the
Principle 3. shareholder needs and annual and interim results,
expectations. meetings and the website.There is
regular dialogue with shareholders
to ensure that the members of the
Board develop an understanding of
their views and concerns. The AGM
is also a forum for dialogue
between investors and the Board.
Copies of these and other
information for shareholders is
provided on our website.
The Company has acknowledged that
its customers, suppliers,
professional advisers and most
specifically its own staff have
been instrumental in the growth
and success of the business to
date. The Company prides itself on
its high standard of customer
service. It further relies on a
number of suppliers to provide its
Take into account wider products, raw materials and
stakeholder interests, including services and develops strong
Principle 4. social and environmental relationships with these
responsibilities, and their suppliers.The Company works
implications for long-term closely with relevant regulatory
success. and statutory bodies as they shape
policy to prevent harm to
consumers and businesses and the
environment within which the
Company operates.The Company
encourages development of existing
staff and ensures that learning
opportunities are available.The
Company is committed to engaging
with the communities in which it
operates.
The Board has ultimate
responsibility for the Group’s
system of internal controls and
for reviewing its effectiveness.
The Company operates a robust
structure for risk management in
each area of the business which is
designed to identify actual and
potential risks that may impact
the Group’s strategy and the daily
operation of the business.This
process includes the
identification, evaluation and
scoring of risks based on the
likelihood of occurrence, the
potential impact, and the adequacy
of the mitigation or control
actions in place.The Company’s
principal risks are listed with a
short description of their
potential impact and what is being
done to mitigate them annually in
our Annual Report.The Company has
an established framework of
internal financial controls, the
effectiveness of which is reviewed
by the Audit Committee, the Board
and the management of the
underlying businesses.Financial
controlsThe Board is responsible
for reviewing and signing off the
overall Company strategy,
including approving revenue,
profit and capital budgets.
Regular detailed board packs are
provided to and discussed by the
Board, which includes amongst
other things:
-- the financial results of
the Group (income
statements, cash flows,
capital expenditure and
balance sheets); and
Embed effective risk management, -- monthly variances to
internal controls and assurance budget and prior year.
Principle 5. activities, considering both Forecasts for the current
opportunities and threats, financial year are
throughout the organisation. regularly revised and
presented to the Board, in
light of actual
performance, to ensure
that information is up to
date and any risks in
meeting year-end numbers
can be identified and
mitigated as soon as
possible.
The Audit Committee assists the
Board in discharging its duties
regarding the financial
statements, accounting policies
and the maintenance of proper
internal financial controls.There
is a comprehensive annual
budgeting process, producing a
detailed integrated profit and
loss, balance sheet and cash flow,
which is approved by the
Board.Non-financial controlsThe
principal elements of the Group’s
internal non-financial controls
include:
-- close management of the
day-to-day activities of
the Group by the Executive
Directors and the Board;
-- an organisational
structure with defined
levels of responsibility,
which promotes
entrepreneurial
decision-making and rapid
implementation while
minimising risks; and
-- existence of a business
risk register. Risks
facing the business are
periodically re-assessed,
and mitigating actions are
considered and implemented
when necessary to help
protect the business.
The Board comprises four
Directors, one of whom is an
Executive Director and three of
whom are Non-Executive Directors.
One Non-Executive Director is the
Executive Director of PL. This
reflects an appropriate blend of
different experience and
backgrounds. Of the Non-Executive
Directors, the Group regards Simon
Grant-Rennick as an Independent
Non-Executive Director within the
meaning of the UK Corporate
Establish and maintain the board Governance Code 2018. Further
Principle 6. as a well-functioning, balanced details on the Board of Directors
team led by the chair. including their biographies are on
page 16 on this report and on our
website. Details of the Board and
Committee meetings attendance are
also detailed in our Annual
Report.The Company has effective
procedures in place to address
conflicts of interest. The Board
is aware of the other commitments
and interests of its Directors and
changes to these commitments and
interests are reported to and,
where appropriate, agreed with the
rest of the Board.
Board of DirectorsThe role of the
Board of Directors is to promote
the long-term success of the
Company and sustainably grow
shareholder value. The Board has
responsibility for the management,
direction and performance of the
Group and for ensuring that
appropriate resources are in place
to achieve its strategy. The Board
directs and reviews the Group’s
operations within an agreed
framework of controls. This allows
risk to be assessed and managed
within agreed parameters. There is
a clear division of responsibility
across the Board:
-- the Board is responsible
for running the business
of the Board and for
ensuring appropriate
strategic focus and
direction; and
-- the Chief Executive
Officer is responsible for
proposing the strategic
focus to the Board,
implementing it once it
has been approved and
overseeing the management
of the Company.
The Board has established Audit
and Remuneration Committees. Given
all members of the Board are
member of the Remuneration
Committee, the Remuneration and
Risk and Environmental Social
Governance (ESG) are dealt with
within the Board directly. All of
the Board committees operate under
approved terms of reference. Each
of the committees is made up of
the entire board, comprising the
four Directors. Furthermore, there
is only one board member that is
an independent Non-Executive
Embed effective risk management, Director.Audit Committee: The
internal controls and assurance Audit Committee is responsible for
Principle 7. activities, considering both ensuring the financial integrity
opportunities and threats, of the Group through the regular
throughout the organisation. review of financial processes and
performance. It confirms to the
Board that all material financial
updates are fair, balanced and
understandable and complies with
all applicable UK legislation and
regulation as appropriate. It is
also responsible for oversight and
the relationship with the external
auditor, monitoring their
performance and reviewing the
scope and terms of their
engagements.Remuneration
Committee: The Remuneration
Committee is primarily responsible
for determining and making
recommendations to the Board on
the policy for the remuneration
and employment terms of the
Executive Directors and other
senior executives, and for the
effective implementation of that
policy.Matters Reserved for the
BoardThere is a formal schedule of
Matters Reserved for the Board.
The Board is responsible for
overall group strategy and
management, financial reporting
and controls, group structure and
capital, corporate governance and
the role of a nomination
committee. As part of its role of
nomination committee it is
primarily responsible for: leading
the process and making
recommendations to the Board for
the appointment of new Directors;
regularly reviewing the Board
structure, size and composition
(including the skills, knowledge,
independence, experience and
diversity), recommending any
necessary changes and considering
plans for orderly succession;
making recommendations to the
Board about suitable candidates
for membership of the various
committees.
The Company has an annual
performance evaluation for the
Board, its committees and
individual Directors. The Board
Evaluate board performance based and its committees are satisfied
Principle 8. on clear and relevant objectives, that they are operating
seeking continuous improvement. effectively.Performance
evaluations are conducted
annually and the method for such
reviews continue to be reviewed
by the Board to optimise the
process.
It is the Board’s responsibility
to establish an effective
remuneration policy which is
aligned with the Company’s
purpose, strategy and culture, as
well as its stage of development.
The remuneration policy ensures
that the Board and management’s
remuneration is aligned to the
strategic objectives of the
business, both in short term and
Establish a remuneration policy long-term goals. Over and above
which is supportive of long-term pure financial goals Board and
Principle 9. value creation and the company's management are remunerated
purpose, strategy and culture. according to pre-agreed corporate
cultures and
behaviours.Remuneration goals are
Specific, Measurable. Attainable,
Realistic and Time Based. The
Remuneration Committee is
responsible for different
remuneration structures depending
on target behaviour required.
Where not mandated to be put to a
binding vote, remuneration
policies should at least be put to
an advisory vote.
The Company communicates with
shareholders through the Annual
Report and Accounts, full-year and
half-year announcements, the AGM,
and one-to-one meetings with large
existing or potential new
shareholders. A range of corporate
information (including all Company
announcements and presentations) is
Communicate how the company is also available to shareholders,
governed and is performing by investors and the public on the
Principle 10. maintaining a dialogue with Company’s corporate
shareholders and other key website.Historical annual reports
stakeholders. are available on request where
there they are not available on the
website. All governance related
policies are on the website.As soon
as practicable after the AGM has
finished, the results of the
meeting are released through a
regulatory news service. The
announcement also provides details
of the total number of votes in
favour of each resolution.
Board diversity
The Company is dedicated to promoting equal opportunities for all employees and job applicants. We aim to create an environment that is free from discrimination and harassment, where cultural diversity and individual differences are positively valued, and decisions are based on merit. We do not discriminate against employees on the basis of age, disability, gender reassignment, gender identity, marital or civil partner status, pregnancy or maternity, race, colour, nationality, ethnic or national origin, religion or belief, sex or sexual orientation.
As at
The Company has not met the diversity expectation of an Equity Shares (Transition) listed company on the
As part of our starting form for staff there are a number of questions that perform dual purposes for both commercial needs as well as financial reporting needs. Of these questions we have been able to use: what sex do you identify as; and what ethnic background do you come from. Both of these questions are deemed to be self-reporting as each member of staff undertakes the questions by themselves.
Gender identity or sex
Group as at
Number of Board Number of senior Number of % of executive
members % of the Board positions executive management
management
Men 4 100% - 2 100%
Women - - - - -
4 100% - 2 100%
Company as at
Number of Board Number of senior Number of % of executive
members % of the Board positions executive management
management
Men 4 100% - 1 100%
Women - - - - -
4 100% - 1 100%
Ethnic background
Group as at
Number of Board Number of Number of % of executive
members % of the Board senior executive management
positions management
White/British 2 50% - - -
Asian 2 50% 1 1 100%
4 100% 1 1 100%
Company as at
Number of Board Number of Number of % of executive
members % of the Board senior executive management
positions management
White/British 2 50% - - -
Asian 2 50% 1 - 100%
4 100% 1 - 100%
The Company operates in an environment that renders our exposure to climate-related risks minimal, therefore, the Company has not included in this annual report and financial statement the climate related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures. However, our commitment is unwavering towards comprehending our environmental footprint and crafting sustainability strategies over the future relative to our operational size. While limited in its environmental impact, our operational ethos is underscored by a proactive approach to environmental stewardship. We detail the eleven TCFD recommendations below.
The Company intends to comply with the TCFD recommendations when it becomes appropriate given our very minimal exposure to climate-related risks. This will probably be within the next 24-36 months. As part of this we will review our new investments and see how they can provide accurate information to the Company to enable this reporting.
Governance
The Board actively recognises the
significance of climate-related risks
and opportunities. While the Company
does not have a dedicated climate risk
Describe the board’s oversight of committee at present, the Board is
climate-related risks and mindful that as the business grows there
opportunities. will be need to evaluate how to
incorporate the evaluation of climate
related risks and opportunities
practically and effectively within the
Company.
The Directors and management are aware
that there will be a need to find ways
Describe management’s role in assessing to evaluate climate-related matters
and managing climate-related risks and within both the management‘s operational
opportunities. procedures and the broader governance
structure, including potential
sub-committees and reporting mechanisms.
Strategy
In the short term, the Company's
operations present a low direct
Describe the climate-related risks and climate-related risks. Potential
opportunities the organisation has expansion may have an impact and as and
identified over the short, medium, and when, the Board will actively identify
long term. opportunities to minimise the carbon
footprint and enhance its positive impact
on environmental sustainability.
Describe the impact of climate-related The present operational model
risks and opportunities on the intrinsically curtails its environmental
organisation’s businesses, strategy, impact however the subsidiary is
and financial planning. actively endeavouring to reduce its
impact and environmental costs.
The strategy is resilient based on the
Describe the resilience of the nature of the current operations. In
organisation’s strategy, taking into addition, the Board is committed to
consideration different climate-related reviewing and refining its strategy in
scenarios, including a 2°C or lower light of evolving climate-related
scenario. insights as it becomes appropriate to do
so.
Risk management
The Company has a careful risk management
process. This involves a continuous
process of identifying, assessing,
Describe the organisation’s processes responding to, and monitoring risks,
for identifying and assessing including those related to climate. While
climate-related risks. climate change is not a principal risk
our comprehensive approach ensures that
we remain vigilant to emerging climate
trends and their potential implications.
Risks are identified and ranked
considering both their likelihood and
potential impact. Risks that are above an
Describe the organisation’s processes expectable threshold are given special
for managing climate-related risks. attention. For such risks, mitigation
strategies are developed, action plans
are drawn up, and responsibilities are
assigned for their implementation.
The Board consistently reviews key
Describe how processes for identifying, risks, ensuring a comprehensive approach
assessing, and managing climate-related that addresses both traditional and
risks are integrated into the climate-related challenges. The Company
organisation’s overall risk management. will adapt its strategies to emerging
climate insights, prioritising
sustainability and resilience.
Metrics & targets
Given our limited carbon intensive
Disclose the metrics used by the operational model, and our propensity to
organisation to assess climate-related outsource many functions, our direct
risks and opportunities in line with environmental impact is inherently
its strategy and risk management limited. We monitor our operations to
process. ensure alignment with best practices in
sustainability.
The Group’s Scope 1 and Scope 2 GHG
emissions are minimal due to our limited
carbon intensive operational model. We
are aware about potential Scope 3
emissions, ensuring that our broader
Disclose Scope 1, Scope 2, and, if supply chain also prioritises
appropriate, Scope 3 greenhouse gas environmental sustainability. While we
(GHG) emissions, and the related risks. are not currently subject to GHG
reporting requirements, we understand
the need in the future as it becomes
relevant to assess our environmental
impact and are aware of the challenges
in quantifying the complete carbon
footprint of our supply chain.
The Company intends to define clear
targets for further reductions when it
Describe the targets used by the becomes appropriate to do so. We will
organisation to manage climate-related regularly review and report our
risks and opportunities and performance performance against these targets in
against targets. annual disclosures, ensuring
transparency and accountability as and
when defined.
The Company is deeply committed to a sustainable future and will continuously assess its environmental impact and adopt strategies to minimise its carbon emissions.
Responsibility statement
The Directors, whose names and functions are set out on page 16 of this annual report and accounts under the sub-heading ‘Board of Directors’ with registered office located at 7th Floor,
To the best of the knowledge of the Directors:
-- the financial statements are prepared in accordance with the applicable
set of accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of Everest Global Plc
and the undertakings included in the consolidation taken as a whole; and
-- the management report, which comprises the Strategic Report and the
section entitled ‘Chief Executive Officer’s statement’ of the Directors’
report of this annual report and accounts, includes a fair review of the
development and performance of the business and the position of Everest
Global Plc , and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face.
Remuneration Committee report
Remuneration Committee terms of reference
The Remuneration Committee has responsibility, subject to any necessary Shareholder approval, for the determination of the terms and conditions of employment, remuneration and benefits of the Executive Directors and certain other senior executives, including pension rights and any compensation payments. It also recommends and monitors the level and structure of remuneration for senior management and the implementation of share option or other performance-related schemes. It is the aim of the committee to remunerate Executive Directors competitively and to reward performance. The Remuneration Committee determines the Company's policy for the remuneration of Executive Directors, having regard to the QCA Corporate Governance Code 2023.
The Remuneration Committee meets at least once a year. However, due to the structure of the business currently the meeting was combined into a board meeting as all the members are the same as the Board. The responsibilities of the committee covered in its terms of reference include determining and monitoring policy on and setting levels of remuneration, termination, performance-related pay, pension arrangements, reporting and disclosure, share incentive plans and the appointment of remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its responsibilities.
Directors’ remuneration, shareholding and options
Remuneration
The Directors’ remuneration for the year ended
Group Company
2024 2023 2024 2023
£ £ £ £
Xin (Andy) Sui 44,800 39,000 44,800 39,000
Robert Scott 63,000 34,000 63,000 34,000
Simon Grant-Rennick 28,640 50,260 28,640 50,260
Feng Chen * 5,000 - 5,000 -
Total 141,440 123,260 141,440 123,260
* This director was appointed during the year ended
No pension contributions were made by the Company on behalf of its Directors.
At the year-end a total of £3,962 (2023: £2,810) was outstanding in respect of Directors’ emoluments.
Shareholding
As at
2024 2023
Director Percentage Percentage
Shareholdings ofcompany's Shareholdings ofcompany's
OrdinaryShare OrdinaryShare capital
capital * **
Feng Chen 12,500,000 16.15% - -
Robert Scott *** 552,599 0.71% 552,599 0.85%
* Total number of Ordinary Shares in issue on
** Total number of Ordinary Shares in issue on
*** Shares held in
Options
There is no Option Scheme in place at the Company and no options have been issued to any of the Directors. All options issued previously have expired.
Warrants
There were no warrants held by the Directors as at
Audit Committee report
Audit Committee terms of reference
The Audit Committee comprises the entire Board, which during the period under review was made up of three members (until
The Audit Committee meets no less than twice a year at the appropriate times in the reporting and audit cycle. It also meets on an ‘as necessary’ basis. The responsibilities of the committee covered in its terms of reference include external audit, internal audit, financial reporting and internal controls.
Audit Committee report
I am pleased to present the 2024 audit report. As part of the process of preparing the 2023 prospectus the Board conducted a review of the Company’s risk management. As the Company pivoted its business model to a broader food and beverage business, we believed it was vital for us to conduct a new and thorough understanding of how uncertainty affects our business objectives. While we had a good understanding of these effects before, we now have a significantly improved focus and comprehension of the risks, and this understanding enhances the Board's strategic thinking and decision-making process. The auditors understand the group in more depth this year and there is a good working relationship to ensure timely preparation of financial statements. The 2024 interim review and final audits have gone smoothly with very few material issues raised. The integration of the new subsidiary PL went well, and their accounting staff report satisfactorily to Group level. We meet with both sets of auditors and taking cognisance of the Public Interest Entity status will assess the ongoing appropriateness of our audit process.
.............................
Chair of the Audit Committee
Date:
Directors' report
The Directors have the pleasure of submitting their report and the audited financial statements for the year ended
To make our annual report and financial statements more accessible, a number of the sections traditionally found in this report can be found in other sections of this annual report, where it is deemed that the information is presented in a more connected and accurate way.
The principal activity of the Group in the reporting year was the retail sale of alcohol and beverages to consumers in the greater
Statement of disclosure to auditors
Each person who is a Director at the date of approval of this Annual Report confirms that:
-- so far as the Directors are aware, there is no relevant audit
information of which the Group and Parent Company's auditors are
unaware;
-- the Directors have taken all the steps they ought to have taken as
Directors, in order to make themselves aware of any relevant audit
information and to establish that the Group and Parent Company's
auditors are aware of that information, and
-- each Director is aware of and concurs with the information included in
the management report.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and
prudent;
-- state whether the Group and Parent Company financial statements have
been prepared in accordance with IFRS as adopted by the United Kingdom ,
subject to any material departures disclosed and explained in the
Financial Statements; and
-- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are enough to show and explain the Group and Parent Company's transactions, disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 2006.
The Directors are responsible for safeguarding the assets of the Group and Parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website.
Annual general meeting ('AGM')
Information about the AGM can be found on page 108.
Auditors
RPGCC has expressed its willingness to continue in office and a resolution to reappoint following the 2024 annual report being signed will be proposed at the next annual general meeting.
Branches outside the
Details of all branches outside the
Corporate governance code (the 'Code')
Information on how the Company applied the Principles and complied with the provisions of the Code may be found on page 22.
Dividends
No dividends will be distributed for the current year (2023 - nil).
Diversity
The Group's diversity statistics are available on page 27.
Events after the reporting period
Further information on events after the reporting date are set out in note 31.
Employees
The average number of employees and their remuneration are detailed in note 6.
Internal control and risk management
The Group's internal controls and risk management are detailed on page 13. Additionally, its principal risks are on page 10.
Investing policy
The Company was established originally to invest in or acquire companies engaged in the agriculture and ancillary sectors in
Indemnity and insurance
Details of Directors’ indemnity and insurance is located on page 108.
Political donations
The Group made no political donations during the current year and previous financial period. Nor has it made any contributions to any non-
Supplier Payment Policy
It is the Group's payment policy to pay its suppliers in conformance with industry norms. Trade payables are paid in a timely manner within contractual terms, which is generally 30 to 45 days from the date an invoice is received.
Substantial shareholders
The Group has been informed of the shareholdings that represent 3% or more issued Ordinary Shares of the Company as at
Stakeholder engagement
Details regarding the engagement with suppliers, customers and others in business relationships with the Company may be found on page 4.
Non-financial reporting
Non-financial measures are an important part of our business, and we have consistently recognised the importance of non-financial information in our annual report. The Board is committed to acting responsibility and working with our stakeholders to manage the social and ethical impact of our activities. We aim to treat all our stakeholders fairly and with integrity, as we explain in our climate related financial disclosures.
.............................
On behalf of the board
Date:
Financial statements
Independent auditor's report (continued)
To the members of
Opinion
We have audited the financial statements of
In our opinion, the financial statements:
-- give a true and fair view of the state of the Group’s and of the
Company’s affairs as at 31 October 2024 and of the Group’s profit for
the year then ended;
-- have been properly prepared in accordance with IFRS; 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 (
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 entity’s ability to continue to adopt the going concern basis of accounting included:
-- Review budgets and cash flows projections up to 31 October 2026 ;
-- Comparison of budget to past performance;
-- Sensitise cash flows for variations in trading performance and working
capital requirements;
-- Consider if there is any other information brought to light during the
audit that would impact on the going concern assessment;
-- Review of working capital facilities and assess headroom available in
the projections; and
-- Review of adequacy and completeness of disclosures in the financial
statements in respect of the going concern assumption.
Based on the work that 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 Group’s or the Company’s ability to continue as a going concern for a period of at least twelve months for the date of this report.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Our approach to the audit
In planning our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an opinion on the financial statements as a whole, taking into account the structure of the group and the parent company, the accounting processes and controls, and the industry in which they operate.
We performed the audit of the Company and reviewed the work performed by the component auditor in addition to performing our own tests on the Company’s subsidiary.
Key audit matters
Key audit matters are those matters that, in our professional judgement, 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 we identified (whether or not due to fraud), 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. The matters identified 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. The use of the Going Concern basis of accounting was assessed as a key audit matter and has already been covered in the previous section of this report. The other key audit matters identified is described below.
Key audit matter How our work addressed this matter Acquisition accountingDuring the year, the Group acquired 100% of Precious Our work included:Link (UK) Limited (“PL”) and 33% ofAce Jumbo Ventures Ltd (“AJV”).Management -- Review acquisition calculations have consolidated PL from the date of and workings for Precious Link, acquisition and have reflected theirEverest Capital London Limited investment in AJV as an andAce Jumbo Ventures Limited ; associate.Accounting for business -- Discussing with management the combinations in accordance with IFRS3 assumptions used and obtaining involves the use of judgements and support for key assumptions; estimates. Given the subjectivity and -- Confirming the consistency of number of estimates involved in any the accounting and related such assessment, we consider the disclosures with IFRS; and application of acquisition accounting -- Review of SPA and verification to be a key audit matter. of cost of acquisition. Disposal of Dynamic Intertrade Pty LtdDuring the year, the Group disposed Our work included: of its 51% share of DI, which resulted in de-recognition of the net -- Review documentation confirming liabilities of DI.The results of DI are the exercise of the option for required to be consolidated up to the K2 Spice to acquire the date on which the Group ceased to exert remaining 51% of DI; control over DI. Moreover, IFRS 5 -- Reviewing the allocation of requires that results from discontinued discontinued results between operations be disclosed separately from that attributable to the those attributable to continuing shareholders of the Company and operations.Given the subjectivity and Non-controlling interests; and number of estimates involved in any -- Confirming the consistency of such assessment, we consider the the accounting and related presentation and disclosure of the DI disclosures with IFRS. disposal to be a key audit matter. Our work included: Carrying value of goodwillFollowing the -- Evaluating the Group’s acquisition of PL, the Group has impairment assessment recognised goodwill of £879k.Under methodology and comparing it IFRS, management is required to perform with IFRS requirements; an annual impairment test for goodwill -- Assessing the reasonableness of and assess other intangible assets for key assumptions such as revenue indicators of impairment. The growth rates, discount rates, impairment assessment involves and terminal values by comparing significant management judgment and them to market data and estimation, particularly regarding cash historical performance; flow projections, discount rates, and -- Performing sensitivity analysis growth assumptions.Given the to assess the impact of subjectivity and number of estimates reasonable changes in involved in any such assessment, we assumptions on the impairment consider the impairment of acquisition outcome; and to be a key audit matter. -- Evaluating the adequacy of disclosures in the financial statements in accordance with IFRS, including key assumptions and sensitivities. Our work included: Revenue recognitionRevenue recognition -- Reviewing accounting policies is a presumed risk of fraud under adopted and ensuring these are International Auditing Standards.Given in accordance with IFRS; the subjectivity of estimates involved, -- Confirming revenue has been we consider the carrying value of recognised in accordance with property to be a key audit matter. the accounting policies; and Testing the application of cut-off to ensure that sales have been recorded in the correct period.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
We consider gross assets to be the most significant determinant of the Group’s financial performance used by the users of the financial statements. We have based materiality on 2% of gross assets for each of the operating components. Overall materiality for the Group was therefore set at £65,000. For each component, the materiality set was lower than the overall group materiality.
We agreed with the Audit Committee that we would report on all differences in excess of 5% of materiality relating to the Group financial statements. We also report to the Audit Committee on financial statement disclosure matters identified when assessing the overall consistency and presentation of the consolidated financial statements.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 group and the parent 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 by the parent company, or
returns adequate for our audit have not been received from branches not
visited by us; or
-- the parent company 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 set out on page 31 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 group’s and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (
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 legal and regulatory frameworks
within which the Group operates focusing on those laws and regulations
that have a direct effect on the determination of material amounts and
disclosures in the financial statements.
-- We identified the greatest risk of material impact on the financial
statements from irregularities, including fraud, to be the override of
controls by management. Our audit procedures to respond to these risks
included enquiries of management about their own identification and
assessment of the risks of irregularities, sample testing on the posting
of journals and reviewing accounting estimates for biases.
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
Other matters that we are required to address
We were appointed on
We confirm that we are independent of the Group and have not provided any prohibited non-audit services, as defined by the Ethical Standard issued by the
Our audit report is consistent with our additional report to the Audit Committee explaining the results of our audit.
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.
Paul Randall FCA (Senior Statutory Chartered AccountantsStatutory Auditor)For and on behalf ofRPG Crouch Auditors40 Gracechurch StreetLondon Chapman LLP Date:27 February 2025 EC3V 0BT
Statement of comprehensive income
Group Company
Year ended Year ended Year ended Year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
Notes £ £ £ £
Revenue 4 437,768 - 2,833 -
Cost of sales (329,714) - - -
Gross profit 108,054 - 2,833 -
Other income 5 - 9,231 - 9,231
Administrative expenses 8 (777,661) (820,114) (583,324) (820,114)
Impairments 9 - - - -
Operating loss (669,607) (810,883) (580,491) (810,883)
Finance costs 10 (124,012) (75,975) (120,865) (75,975)
Finance income 11 163,839 6,959 62,331 6,959
Loss before tax from (629,780) (879,899) (639,025) (879,899)
continuing operations
Profit/(loss) from 4 4,755,269 (7,139) - -
discontinued operations
Tax on profit/(loss) on 12 - - - -
ordinary activities
Profit/(loss) for the year 4,125,489 (887,038) (639,025) (879,899)
from all operations
Profit/(loss) attributable 1,795,408 (862,340) - -
to ordinary shareholders
Profit/(loss) attributable
to non-controlling 2,330,081 (24,698) - -
interests
Total comprehensive profit/
(loss) attributable to 4,125,489 (887,038) - -
ordinary shareholders
Basic earnings per share - 13 2.48 (1.71)
in pence
Diluted earnings per share 13 1.44 (1.71)
- in pence
Statement of financial positionAs at31 October 2024 Group Company 2024 2023 2024 2023 Notes £ £ £ £ Assets Non-current assets Investment in associate 15 16,465 - 16,465 - Investment in 15 - - 515,804 - subsidiaries Goodwill 14 879,127 - - - Property, plant & 16 - 25,771 - - equipment Right of use asset 27 42,357 156,129 - - Total non-current 937,949 181,900 532,269 - assets Current assets Inventories 17 39,253 329,408 - - Trade & other 18 2,877,033 573,386 3,248,960 258,319 receivables Cash & cash equivalents 19 279,725 858,024 59,710 765,814 Total current assets 3,196,011 1,760,818 3,308,670 1,024,133 Total assets 4,133,960 1,942,718 3,840,939 1,024,133 Equity & liabilities Share capital 21 1,547,778 1,297,778 1,547,778 1,297,778 Share premium 21 3,752,967 3,502,967 3,752,967 3,502,967 Share based payment 22 464,734 464,734 464,734 464,734 reserve Equity portion of 24 79,531 37,713 79,531 37,713 convertible loan notes Retained earnings (5,748,638) (7,544,046) (5,757,885) (5,118,860) Total owner's equity 96,372 (2,240,854) 87,125 184,332 Non-controlling 23 - (2,330,081) - - interest Total equity 96,372 (4,570,935) 87,125 184,332 Non-current liabilities Non-current lease 27 34,869 78,722 - - liabilities Borrowings 26 7,283 4,713,566 - - Convertible loan notes 25 3,001,564 491,071 3,001,564 491,071 Total non-current 3,043,716 5,283,359 3,001,564 491,071 liabilities Current liabilities Current lease 27 16,826 108,266 - - liabilities Borrowings 26 6,678 - - - Convertible loan notes 25 568,555 - 568,555 - Trade and other 20 401,813 1,122,028 183,695 348,730 payables Total current 993,872 1,230,294 752,250 348,730 liabilities Total equity and 4,133,960 1,942,718 3,840,939 1,024,133 liabilities
The notes on pages 51 to 102 form part of these financial statements The financial statements were approved and authorised for issue on 27 February .............................Xin (Andy) 2025 by the board of directors and were SuiDirector signed on its behalf by:Company Registration No. 07913053
Group statement of changes in equity For the year ended31 October 2024 Share Equity Total Share Share based portion of Retained owner's Non-controlling Total capital Premium payment convertible earnings equity interest equity reserve loan notes £ £ £ £ £ £ £ £ Balance at 31 October 923,258 3,040,115 302,176 42,539 (6,681,706) (2,373,618) (2,305,383) (4,679,001) 2022 Shares 254,520 445,410 - - - 699,930 - 699,930 issued Shares issued on conversion 120,000 180,000 - - - 300,000 - 300,000 of convertible loan notes Extension date of conversion - - - (4,826) - (4,826) - (4,826) of the convertible loan notes Warrants issued - (162,558) 162,558 - - - - - during the year Loss for the - - - - (862,340) (862,340) (24,698) (887,038) year Balance at 31 October 1,297,778 3,502,967 464,734 37,713 (7,544,046) (2,240,854) (2,330,081) (4,570,935) 2023 Shares 250,000 250,000 - - - 500,000 - 500,000 issued New convertible - - - 41,818 - 41,818 - 41,818 loan notes issued Profit from discontinued - - - - 2,425,188 2,425,188 2,330,081 4,755,269 operations Loss for the year from - - - - (629,780) (629,780) - (629,780) continued operations Balance at 31 October 1,547,778 3,752,967 464,734 79,531 (5,748,638) 96,372 - 96,372 2024
Company statement of changes in equity For the year ended31 October 2024 Share Equity Share Share based portion of Retained Total capital Premium payment convertible earnings equity reserve loan notes £ £ £ £ £ £ Balance at 31 October 923,258 3,040,115 302,176 42,539 (4,238,961) 69,127 2022 Shares 254,520 445,410 - - - 699,930 issued Shares issued on conversion 120,000 180,000 - - - 300,000 of convertible loan notes Extension date of conversion - - - (4,826) - (4,826) of the convertible loan notes Warrants issued - (162,558) 162,558 - - - during the year Loss for - - - - (879,899) (879,899) the year Balance at 31 October 1,297,778 3,502,967 464,734 37,713 (5,118,860) 184,332 2023 Shares issued as 250,000 250,000 - - - 500,000 part of PL purchase New convertible - - - 41,818 - 41,818 loan notes issued Loss for - - - - (639,025) (639,025) the year Balance at 31 October 1,547,778 3,752,967 464,734 79,531 (5,757,885) 87,125 2024
Statement of cash flowsFor the year ended31 October 2024 Group Company Year ended Year ended Year ended Year ended 31 October 31 October 31 October 31 October 2024 2023 2024 2023 Notes £ £ £ £ Cashflows from operating activities Operating loss (669,607) (810,883) (580,491) (810,883) Adjusted for: Depreciation 16 & 27 14,119 - - - Profit/loss on disposal 5 - - - - of PPE Foreign exchange loss - - - - Finance costs 10 3,552 (75,975) - - Interest received 11 - 6,959 - - Profit on disposal of 5 - (9,231) - (9,231) investment Discontinued operations 49,578 158,025 - - Changes in working capital (Increase)/decrease in 17 (39,253) - - - inventories Decrease/(increase) in 18 13,529 (40,141) 8,485 (40,141) receivables (Decrease)/increase in 20 (98,291) 188,141 (164,387) 188,141 payables Net cashflow from (726,373) (583,105) (736,393) (672,114) operating activities Investing activities Acquisition of PPE 15 - - - - Foreign exchange 15 - - - - movements Purchase of (196,966) - (700,640) - subsidiaries Purchase of associate (16,465) - (16,465) - Profit on sale of - 9,231 - 9,231 associate Sale of associate - 6,154 - 6,154 Increase in - - (2,752,400) - intercompany loans Loans receivable 18 (2,630,324) (200,000) - (200,000) Net cashflow from (2,843,755) (184,615) (3,469,505) (184,615) investing activities Financing activities Net proceeds from issue 21 - 699,930 500,000 699,930 of shares Convertible loan notes 3,000,000 - 3,000,000 - issued Increase/(decrease) in 26 13,961 - - - borrowings Foreign exchange - - - - movements Capital repayments of 27 (21,996) - - - lease liability Net cashflow from 2,991,965 699,930 3,500,000 699,930 financing activities Net cashflow for the (578,163) (67,790) (705,898) (156,799) year Opening cash and cash 19 858,024 925,814 765,814 922,613 equivalents Foreign exchange 28 (136) - (206) - movements Closing cash and cash 19 279,725 858,024 59,710 765,814 equivalents
Notes to the group annual financial statements (continued)
For the year ended
1. General information
1. Basis of preparation and significant accounting policies
The consolidated financial statements of
The consolidated financial statements have been prepared under the historical cost convention in the Group's reporting currency of Pound Sterling.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3. The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Although these estimates are based on management's experience and knowledge of current events and actions, actual results may ultimately differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimates are revised if the revision affects only that year or in the year of the revision and future years if the revision affects both current and future years.
1. Going concern
These consolidated financial statements are prepared on the going concern basis. The going concern basis assumes that the Group will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities and commitments in the normal course of business. The Group has incurred significant operating losses and negative cash flows from operations as the Group pivoted to new opportunities during the year under review.
There remains an active and liquid market for the Group's shares.
As at
The Group acquired PL and disposed of DI during the year. Furthermore, the Group continues to seek further investment opportunities to develop its
The Directors have prepared cash flow forecasts. These forecasts consider operating cash flows and capital expenditure requirements for the Company and PL, available working capital and forecast expenditure, including overheads and other costs. The Directors are of the opinion that the Group has sufficient working capital and that no additional funding is required. However, funding is being raised to provide adequate cash flow to cover the business for unforeseen costs that might occur.
After careful consideration of the matters set out above, the Directors are of the opinion that the Group will be able to undertake its planned activities for the period to
1. New and amended standards adopted by the Company
The Group has implemented IFRS as adopted by the
IAS 1 Clarifies that liabilities are 1 January 2023
classified as either current or
non-current, depending on the
rights that exist at the end of
the reporting period.
Presentation of Financial Classification is unaffected by
Statements the expectations of the entity or
events after the reporting date
(for example, the receipt of a
waiver or a breach of covenant).
The amendment also clarifies what
IAS 1 means when it refers to the
'settlement' of a liability.
IAS 1 & IAS 8 Amendments to improve 1 January 2023
accounting policy
'Presentation of disclosures and to help
FinancialStatements' and users of the financial
'Accounting policies, statements to distinguish
changes in accounting between changes in
estimatesand errors' accounting estimates and
changes in accounting
policies.
IAS 12 These amendments require companies to1 January 2023 recognise deferred tax on transactions Deferred taxation that, on initial recognition give rise to equal amounts of taxable and deductible temporary differences.
The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year beginning
IFRS S1 IFRS S1 sets out overall 1 January 2024
requirements for
sustainability-related financial
disclosures with the
General Requirements for objective to require an entity
Disclosure of to disclose information about
Sustainability-related its sustainability-related risks
Financial Information and opportunities that is useful
to primary users of
general-purpose financial
reports in making decisions
relating to providing resources
to the entity.
IFRS S2 IFRS S2 sets out the 1 January 2024
requirements for identifying,
measuring and disclosing
information about
climate-related risks and
Climate-related Disclosures opportunities that is useful
to primary users of
general-purpose financial
reports in making decisions
relating to providing
resources to the entity
IFRS 18 IFRS 18 includes 1 January 2027
requirements for all
Presentation and Disclosures entities applying IFRS for
in Financial Statements the presentation and
disclosure of information in
financial statements.
The Directors anticipate that the adoption of these standards and the interpretations in future periods will not have a material impact on the financial statements of the Group.
1. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 October each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
Non-controlling interests in subsidiaries are identified separately from the Group's equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests' proportionate share of the fair value of the acquiree's identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries 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 subsidiaries.
When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Where certain assets of the subsidiary are measured at revalued amounts or fair values and the related cumulative gain or loss has been recognised in other comprehensive income and accumulated in equity, the amounts previously recognised in other comprehensive income and accumulated in equity are accounted for as if the Company had directly disposed of the related assets (i.e. reclassified to profit or loss or transferred directly to retained earnings). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 "Financial Instruments: Recognition and Measurement" or, when applicable, the cost on initial recognition of an investment in an associate or a jointly controlled entity.
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their fair value at the acquisition date, except that:
-- deferred tax assets or liabilities and liabilities or assets related to
employee benefit arrangements are recognised and measured in accordance
with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;
-- liabilities or equity instruments related to share-based payment
transactions of the acquiree or the replacement of an acquiree's
share-based payment transactions with share-based payment transactions
of the Group are measured in accordance with IFRS 2 Share-based Payment
at the acquisition date; and
-- assets (or disposal groups) that are classified as held for sale in
accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations are measured in accordance with that standard.
Associates
The Company's interest in an associate is carried in the statement of financial position at its share in the net assets of the associate together with goodwill paid on acquisition, less any impairment loss. When the share in the losses exceeds the carrying amount of an equity-accounted Company, the carrying amount is written down to nil and recognition of further losses is discontinued.
1. Property, plant & equipment
Property, plant and equipment are stated at historical cost less subsequent accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial year in which they are incurred. Depreciation on property, plant and equipment is calculated using the straight-line method to write of their cost over their estimated useful lives at the following annual rates:
Leasehold improvements 33.33%
Furniture, fixtures & equipment 17.00% & 20.00%
Plant & machinery 20.00% & 33.33%
Useful lives and depreciation method are reviewed and adjusted if appropriate, at the end of each reporting year.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the relevant asset and is recognised in profit or loss in the year in which the asset is derecognised.
1. Leased assets
The Group leases various retail premises. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.
The right-of-use asset is depreciated over lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
-- fixed payments (including in-substance fixed payments), less any lease
incentives receivable.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee's incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.
Right-of-use assets are measured at cost comprising the following:
-- the amount of the initial measurement of lease liability;
-- any lease payments made at or before the commencement date less any
lease incentives received any initial direct costs; and
-- restoration costs.
Payments associated with short term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise moving equipment rented on a day to day basis.
1. Investments in subsidiaries
Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.
1. Inventories
Inventories are carried at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and applicable selling expenses.
When the inventories are sold, the carrying amount of those inventories is recognised as an expense in the year in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the year in which the write-down or loss occurs. The amount of any reversal of any write-down of inventories is recognised as an expense in the year in which the reversal occurs.
1. Impairment
Non-derivative financial assets
Credit-impaired financial assets
At each reporting date, the Group assesses whether financial assets carried at amortised cost and debt securities at Fair Value through Other Comprehensive Income ('FVTOCI') 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 assets have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
-- significant financial difficulty of the borrower or issuer;
-- a breach of contract such as a default or being more than 90 days past
due;
-- the restructuring of a loan or advance by the Group on terms that the
Group would not consider otherwise;
-- it is probable that the borrower will enter bankruptcy or other
financial reorganisation; or
-- the disappearance of an active market for a security because of
financial difficulties.
A 12-month approach is followed in determining the Expected Credit Loss ('ECL').
Presentation of allowance for ECL in the statement of financial position
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
For debt securities at FVTOCI, the loss allowance is charged to profit or loss and is recognised in Other Comprehensive Income ('OCI').
Write-off
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group's procedures of recovery of the amounts due.
1. Financial instruments
The Group classifies non-derivative financial assets into the following categories: loans and receivables and Fair Value through Profit and Loss ('FVTPL') and FVTOCI financial assets.
The Group classifies non-derivative financial liabilities into the following category: other financial liabilities.
1. 1. Non-derivative financial assets and financial liabilities -
recognition and derecognition
The Group initially recognises loans and receivables on the date when they are originated. All other financial assets and financial liabilities are initially recognised on the trade date when the entity becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognised financial assets that is created or retained by the Group is recognised as a separate asset or liability.
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. Gains or losses on derecognition of financial liabilities are recognised in profit or loss as a finance charge.
Financial assets and financial liabilities are offset, and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
1. 1. Loans and receivables – measurement
These assets are initially measured at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method.
1. 1. Assets at FVTOCI - measurement
These assets are initially measured at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, are recognised in OCI and accumulated in the revaluation reserve.
When these assets are derecognised, the gain or loss accumulated in equity is reclassified to profit or loss.
1. 1. Non-derivative financial liabilities – measurement
Other non-derivative financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective interest method.
1. 1. Convertible loan notes and derivative financial instruments
The presentation and measurement of loan notes for accounting purposes is governed by IAS 32 and IFRS 9. These standards require the loan notes to be separated into two components:
-- a derivative liability; and
-- a debt host liability.
This is because the loan notes are convertible into an unknown number of shares, therefore failing the 'fixed-for- fixed' criterion under IAS 32. This requires the 'underlying option component' of the loan note to be valued first (as an embedded derivative), with the residual of the face value being allocated to the debt host liability (refer financial liabilities policy above).
Compound financial instruments issued by the Group comprise convertible notes denominated in British pounds that can be converted to ordinary shares at the option of the holder, when the number of shares to be issued is fixed and does not vary with changes in fair value.
The liability component of compound financial instruments is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.
Interest related to the financial liability is recognised in profit or loss. On conversion at maturity, the financial liability is reclassified to equity and no gain or loss is recognised.
The Group's financial liabilities include amounts due to a director, trade payables and accrued liabilities. These financial liabilities are classified as FVTPL are stated at fair value with any gains or losses arising on re-measurement recognised in profit or loss. Other financial liabilities, including borrowings are initially measured at fair value, net of transaction costs.
1. Borrowings
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the reporting period, in which case they are presented as non-current liabilities.
Borrowings are initially recorded at fair value, net of transaction costs and subsequently carried for at amortised costs using the effective interest method. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the year of the borrowings using the effective interest method. Borrowings which are due to be settled within twelve months after the reporting period are included in current borrowings in the statement of financial position even though the original term was for a period longer than twelve months and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the financial statements are authorised for issue.
1. Revenue recognition
Performance obligations and service recognition policies
Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when it transfers control over of goods or services to a customer.
The following table provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and the related revenue recognition policies.
Nature and timing of
satisfaction of Revenue recognition under
Type of product/ service performance obligations, IFRS 15
including significant
payment terms
Customers obtain control
of the goods when the
goods have been delivered
to them and have been
accepted at their premises
or the agreed point of Revenue is recognised when
delivery. Invoices are the goods are delivered and
Sale of goods generated at that point in have been accepted by the
time net of rebates and customers at their premises
discounts. Invoices are or the agreed point of
generally payable within delivery.
30 days. No settlement
discounts are provided
for. The sale of the goods
are not subject to a
return policy.
Interest income is
recognised in the income Once a financial asset has
statement for all been written down to its
interest-bearing estimated recoverable
instruments (whether amount, interest income is
classified as thereafter recognised based
Interest revenue held-to-maturity, FVTOCI, on the effective interest
FVTPL, derivatives or rate that was used to
other assets) on an discount the future cash
accrual basis using the flows for the purpose of
effective interest method measuring the recoverable
based on the actual amount.
purchase price including
direct transaction costs.
50. Cost of sales
Cost of sales consists of all costs of purchase and other directly incurred costs.
Cost of purchase comprises the purchase price, import duties and other taxes (other than those subsequently recoverable by the Group from the taxing authorities), if any, and transport, handling and other costs directly attributable to the acquisition of goods. Trade discounts, rebates and other similar items are deducted in determining the costs of purchase. Cost of conversion primarily consists of hiring charges of subcontractors incurred during conversion.
1000. Finance income and finance costs
The Group's finance income and finance costs include:
-- interest income;
-- interest expense; and
-- dividend income.
Interest income and expense is recognised using the effective interest method. Dividend income is recognised in profit or loss on the date on which the Group's right to receive payment is established.
The "effective interest rate" is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
-- the gross carrying amount of the financial asset; or
-- the amortised cost of the financial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset, if the asset is no-longer credit-impaired, then the calculation of interest income reverts to the gross basis.
1. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income and expense that are taxable or deductible in other years, and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting year.
Deferred tax is recognised on temporary differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences.
Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting year and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year in which the liability is settled or the asset realised. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting year, to recover or settle the carrying amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
-- Cash & cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are also included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.
1. Provisions and contingencies
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the statement of financial position date and are discounted to present value where the effect is material. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
When the effect of discounting is material, the amount recognised for a provision is the present value at the reporting date of the future expenditures expected to be required to settle the obligation. The increase in the discounted present value amount arising from the passage of time is included in finance costs in the statement of comprehensive income.
Contingent liabilities are not recognised in the financial statements. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. A contingent asset is not recognised in the financial statements but disclosed when an inflow of economic benefits is probable.
1. Share capital
Ordinary shares are classified as equity. Proceeds from issuance of ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against share capital and share premium.
1. Foreign currencies
In preparing the financial statements of each individual Group entity, transactions in currencies other than the functional currency of that entity (foreign currencies) are recorded in the respective functional currency (i.e. the currency of the primary economic environment in which the entity operates) at the rates of exchanges prevailing on the dates of the transactions. At the end of the reporting year, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical costs in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on translation of monetary items, are recognised in profit or loss in the year in which they arise. Exchange differences arising on the retranslation of non- monetary items carried at fair value are included in profit or loss for the year except for differences arising on the retranslation of non-monetary items in respect of which gains, and losses are recognised directly in other comprehensive income, in which cases, the exchange differences are also recognised directly in other comprehensive income.
For the purposes of presenting the consolidated financial statements, assets and liabilities of the Group's foreign operations are translated from South African Rand into the presentation currency of the
The principal exchange rates during the year are set out in the table below:
Rate compared to £ (GBP)
Foreigncurrency For the year ending 31 October For the year ending 31 October
2024 2023
South African Rand 23.3074 22.6757
US Dollar 1.2990 1.2154
Hong Kong Dollar 10.0944 -
1. Employee benefits
Salaries, annual bonuses, paid annual leave and the cost to the Group of non-monetary benefits are accrued in the year in which employees of the Group render the associated services. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values.
1. Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Director who makes strategic decisions.
1. Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
In the application of the Group's accounting policies, which are described above, management is required to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and assumptions that had a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are discussed below.
1. Share based payments
The fair value of share-based payments recognised in the income statement is measured by use of the Black Scholes model, which considers conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management's best estimate of future share price behaviour based on past experience, future expectations and benchmarked against peer companies in the industry.
1. Equity portion of convertible loan notes
The Group provides for the equity portion of convertible loan notes by applying an estimated interest rate in determining the present values of the convertible loan notes and the interest payable thereon over the life of the convertible loan notes.
1. Impairment of goodwill
The group applies judgement in determining whether the carrying value of goodwill has any indication of impairment on an annual basis. Both external and internal factors are monitored for indications of impairment. When preforming the impairment review, management’s approach for determining the recoverable amount of a subsidiary is based on the higher of value in use or fair value less cost to dispose. The value in use is compared with the carrying amount of the subsidiary.
1. Segmental reporting
Following the acquisition of PL and the sale of DI the Company operates in two segments and two geographical regions as follows:
Geographical
revenue:
£
South Africa 360,963 For the 2 months between 1 November 2023 and 31 December
2023 United Kingdom 437,768 For the 10 months between 1 January 2024 and 31 October
2024
798,731
Segmental revenue:
£
Beverages 437,768 For the 10 months between 1 January 2024 and 31
October 2024
Spice related products 360,963 For the 2 months between 1 November 2023 and 31
December 2023
798,731
The analysis of the Group’s income statement between continuing and discontinued operations is as follows:
2024 2023
Continuing Discontinued Total Continuing Discontinued Total
£ £ £ £ £ £
Turnover 437,768 360,963 798,731 - 2,791,695 2,791,695
Cost of sales (329,714) (272,040) (601,754) - (2,104,060) (2,104,060)
Gross profit 108,054 88,923 196,977 - 687,635 687,635
Other income - 12,963 12,963 9,231 13,342 22,573
Administrative (777,661) (93,439) (871,100) (820,114) (611,996) (1,432,110)
expenses
Operating (669,607) 8,447 (661,160) (810,883) 88,981 (721,902)
result
Finance cost (124,012) (19,298) (143,310) (75,975) (113,706) (189,681)
Finance income 163,839 4,766,120 4,929,959 6,959 17,586 24,545
(Loss)/profit (629,780) 4,755,269 4,125,489 (879,899) (7,139) (887,038)
before tax
Taxation - - - - - -
(Loss)/profit (629,780) 4,755,269 4,125,489 (879,899) (7,139) (887,038)
after tax
Attributable to
non-controlling - (2,330,081) (2,330,081) - 24,698 24,698
interest
Attributable to
ordinary (629,780) 2,425,188 1,795,408 (879,899) 17,559 (862,340)
shareholders
1. Other income
Group Company
For the year For the year For the year ended For the year ended
ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Bad debts - 3,212 - -
recovered
Profit on
disposal of - 10,130 - -
property, plant
and equipment
Profit on
disposal of - 9,231 - 9,231
investment
- 22,573 - 9,231
1. Personnel expenses and staff numbers
Group Company
For the year For the year For the year For the year
ended ended ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
The average number of employees in the
year were:
Directors 4 6 4 3
Management 1 3 - -
Accounts & 2 3 1 -
administrative
Sales 5 1 - -
Manufacturing/warehouse - 11 - -
Total 12 24 5 3
Group Company
For the year For the year For the year For the year ended
ended ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
The aggregate
payroll costs for 277,830 332,440 160,023 123,260
these persons
were:
Average ratio of
executive pay 2.07 3.54
verses average
employee pay:
Average directors 35,360 41,087
Average of all 34,729 13,852
employees
Average of
non-director 17,049 11,621
employees
1. Directors’ remuneration
Group Company
For the year For the year For the year ended For the year ended
ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Salaries and fees:
Xin (Andy) Sui 44,800 39,000 44,800 39,000
Robert Scott 63,000 34,000 63,000 34,000
Simon 28,640 50,260 28,640 50,260
Grant-Rennick
Feng Chen 5,000 - 5,000 -
Total 141,440 123,260 141,440 123,260
No pension contributions were made by the Company on behalf of its directors in the current year nor in the prior year.
At the year-end a total of £3,962 (2023: £2,810) was outstanding in respect of directors' emoluments.
1. Expenses – analysis by nature
Group Company
For the year For the year For the year For the year
ended ended ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Auditors remuneration
for audit service: 78,000 55,000 78,000 55,000
parent
Auditors remuneration
for audit service: - - - -
related services
(Over)/under-provision
of prior year audit (368) 5,000 (368) 5,000
fee
Auditors remuneration
for audit service: 10,000 6,539 10,000 6,539
subsidiary
Brokership fees 31,626 17,527 31,626 17,527
Legal & professional 174,488 249,317 167,598 249,317
fees
Registrar fees 6,096 3,850 6,094 3,850
Depreciation on IFRS
16 right of use asset 14,119 - - -
(note 27)
Gain/loss on exchange 136 478 206 478
Personnel expenses 277,830 48,068 160,023 48,068
(note 6)
Other administrative 185,734 69,767 130,145 69,767
expenses
Subtotal 777,661 455,546 583,324 455,546
Admission costs - 364,568 - 364,568
Total 777,661 820,114 583,324 820,114
In the year ended
1. Impairments
As in previous financial years, the recoverability of the investments was evaluated. In management's estimation, following a review of the subsidiary undertakings, it is deemed their purchase value represents the carrying value in the financial statements. The goodwill calculation will be reviewed on an annual basis and any impairment will be presented in this note.
1. Finance costs
Group Company
For the year For the year For the year For the year ended
ended ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Interest paid on (3,552) 95,771 - -
borrowings
Interest accrued
on convertible 120,865 75,975 120,865 75,975
loan notes
Lease liability 6,699 17,935 - -
124,012 189,681 120,865 75,975
Finance costs represent interest and charges in respect of the discounting of invoices, the interest accrual for the Convertible Loan Notes issued and the interest charged on capitalised right-of use lease liability.
1. Finance income
Group Company
For the year For the year For the year For the year ended
ended ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Interest earned
on loans 65,419 6,959 - 6,959
receivable
Other fees
received as part 98,420 - - -
of loan setup
Interest earned
on intercompany - - 62,331 -
loan receivable
Interest earned
on favourable - 17,586 - -
bank balances
163,839 24,545 62,331 -
1. Taxation
The charge for the year can be reconciled to the profit before taxation per the consolidated statement of comprehensive income as follows:
Group Company
For the year For the year For the year For the year ended
ended ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Tax charge - - - -
Factors affecting
the tax charge
Profit/(loss) on
ordinary 1,866,188 (887,038) (639,025) (879,899)
activities before
taxation
Loss on ordinary
activities before
taxation
multiplied by 466,547 (168,537) (121,415) (167,181)
standard rate of
UK corporation
tax of 25% (2023:
19%)
Tax effect of
expenses not 1,848 2,852 - 14,751
deductible for
tax
Sale of (468,395) - - -
subsidiary
Overseas tax rate
difference from - 13,255 - -
UK rate - 27%
(2023: 27%)
Tax effect of
utilisation of - 152,430 121,415 152,430
tax losses
Tax charge for the - - - -
year
The Company has excess management expenses of £2,432,839 (2023: £2,311,424) available for carry forward against future trading profits. The deferred tax asset in these tax losses at 25% has not been recognised due to the uncertainty of recovery.
The
1. Earnings per share
Earnings per share data is based on the Group result for the year and the weighted average number of shares in issue. Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of ordinary shares in issue during the year:
Group
For the year ended For the year ended
31 October 31 October
2024 2023
£ £
Profit/(loss) after tax 1,795,408 (862,340)
Weighted average number of shares in issue 72,368,363 50,488,839
Basic profit/(loss) per share 0.0248 (0.0171)
Profit/(loss) after tax 1,795,408 (862,340) Weighted average number of shares in issue and warrants 124,840,645 50,488,839 outstanding Diluted profit/(loss) per share 0.0144 (0.0171)
As at
1.Goodwill
Group £ As at 31 -October 2023 Additions 879,127 As at 31 879,127 October 2024
1. Investments
Group Company
For the year For the year For the year ended For the year ended
ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Investment in
subsidiary
Cost of - - 515,804 297,915
investment
Impairment of - - - (297,915)
investment
Carrying value - - 515,804 -
Group Company
For the year For the year For the year ended For the year ended
ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Investment in
associate
Cost of 16,465 - 16,465 -
investment
Impairment of - - - -
investment
Carrying value 16,465 - 16,465 -
As at
Principal Country of Proportion of Proportion of
Name of company activities incorporation and equity equity
place of business interest2024 interest2023
Dynamic Intertrade Trading
(Pty) Limited inAgricultural South Africa - 51%
products
Precious Link (UK ) Retail sales of
Ltd alcoholic United Kingdom 100.00% -
beverages
Everest (Hong Type 4 and 9
Kong) Securities licence holders Hong Kong 100.00% -
Limited
Everest Capital Treasury United Kingdom 100.00% -
London Ltd
Ace Jumbo Ventures Intermediary Republic 33.33% -
Ltd holding company ofSeychelles
Information about the Group's shareholdings in subsidiaries at the end of the reporting period is as follows:
Dynamic Intertrade (Pty) Ltd 2024 2023
£ £
Percentage held as at 1 November 51% 51%
Percentage disposed (51%) -
Percentage held at 31 October - 51%
Precious Link (UK) Ltd 2024 2023
£ £
Percentage held as at 1 November - -
Percentage purchased 100% -
Percentage held at 31 October 100% -
Everest (Hong Kong) Securities Limited 2024 2023
£ £
Percentage held as at 1 November - -
Percentage purchased 100% -
Percentage held at 31 October 100% -
Everest Capital London Ltd 2024 2023
£ £
Percentage held as at 1 November - -
Percentage purchased 100% -
Percentage held at 31 October 100% -
Ace Jumbo Ventures Ltd 2024 2023
£ £
Percentage held as at 1 November - -
Percentage purchased 33.33% -
Percentage held at 31 October 33.33% -
1. Property, plant & equipment
Leasehold Furniture,
improvements fixtures and Plant & machinery Total
fittings
Group £ £ £ £
Cost
As at 31 October 2022 19,552 4,300 254,937 278,789
Additions - 984 40,477 41,461
Disposals - - (25,058) (25,058)
Exchange (1,410) (299) (18,278) (19,987)
difference
As at 31 October 2023 18,142 4,985 252,078 275,205
Additions - - - -
Purchase of - 1,209 - 1,209
subsidiary
Disposal of (18,142) (4,985) (252,078) (275,205)
subsidiary
Exchange - - - -
difference
As at 31 October 2024 - 1,209 - 1,209
Accumulated depreciation
As at 31 October 2022 19,550 4,193 241,162 264,905
Charge in the year - 138 7,666 7,804
Released on - - (24,685) (24,685)
disposal
Exchange (1,410) (308) 3,128 1,410
difference
As at 31 October 2023 18,140 4,023 227,271 249,434
Charge in the year - 23 1,270 1,293
Purchase of - 1,209 - 1,209
subsidiary
Disposal of (18,140) (4,046) (228,541) (250,727)
subsidiary
Exchange - - - -
difference
As at 31 October 2024 - 1,209 - 1,209
Net book value
As at 31 October 2 962 24,807 25,771
2023
As at 31 October - - - -
2024
The Company held no tangible fixed assets at
1. Inventories
Group Company
For the year For the year For the year ended For the year ended
ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Raw materials - 329,408 - -
Alcoholic 39,253 - - -
beverages
Other - - - -
39,253 329,408 - -
The Group's previous subsidiary DI entered into a funding agreement with
1. Trade & other receivables
Group Company
For the year For the year For the year For the year ended
ended ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Financial
instruments
Trade receivables - 282,671 3,400 -
Loans receivable 2,830,324 210,773 - 200,000
Amounts owed from
fellow group - - 2,952,400 -
undertakings
Other receivables 14,908 42,726 7,674 42,726
Non-financial
instruments
Accrued income - 6,959 68,849 6,959
Prepayments 31,801 30,257 31,801 8,634
Carrying value 2,877,033 573,386 3,064,124 258,319
Current 2,877,033 273,386 3,064,124 258,319
Non-current - - - -
2,877,033 573,386 3,064,124 258,319
The Group's subsidiary DI entered into a funding agreement with
The receivables are considered to be held within a held-to-collect business model consistent with the Group's continuing recognition of the receivables.
Credit and market risks, and impairment loses
The Group did not impair any of its trade receivables as at
Information about the Group's exposure to credit and market risks and impairment losses for trade receivables is included in Note 29.
The Directors consider that the carrying amount of trade receivables and other receivables approximates their fair value.
1. Cash and cash equivalents
Group Company
For the year For the year For the year ended For the year ended
ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Cash on hand 279,725 858,024 59,710 765,814
Carrying value 279,725 858,024 59,710 765,814
1. Trade & other payables
Group Company
For the year For the year For the year ended For the year ended
ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Trade payables 87,334 478,862 37,221 92,135
Other payables 160,103 643,166 112,518 256,595
Related party 154,376 - 33,956 -
payables
401,813 1,122,028 183,695 348,730
Trade payables represent amounts due for the purchase of beverages and administrative expenses. The Directors consider that the carrying amount of trade payables approximates to their fair value.
The related party financial liabilities comprise:
Group Company
For the year For the year For the year For the year ended
ended ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Giga Treasure Ltd 16,172 - 15,825 -
Ace Jumbo 14,161 - - -
Ventures Ltd
Golden Nice 22,279 - - -
Capital Ltd
Precious Link - - 7,729 -
(UK) Ltd
Xin (Andy) Sui 3,162 - 3,162 -
Robert Scott 4,000 - 4,000 -
ASP Corp Ltd 2,440 - 2,440 -
Feng Chen * 95,762 - 800 -
157,976 - 33,956 -
1. Share capital and share premium
Number of shares Nominal value Share premium Total
£ £ £
Balance at 31 October 46,162,855 923,258 3,040,115 3,963,373
2022
Share issue 24 January 12,726,000 254,520 445,410 699,930
2023
Share issue on conversion 6,000,000 120,000 180,000 300,000
of CLNs 25 January 2023
Warrants issued during - - (162,558) (162,558)
the year
Balance at 31 October 64,888,855 1,297,778 3,502,967 4,800,745
2023
Share issue 27 March 2024 12,500,000 250,000 250,000 500,000
Balance at 31 October 77,388,855 1,547,778 3,752,967 5,300,745
2024
Share capital is the amount subscribed for shares at nominal value.
Retained losses represent the cumulative loss of the Group attributable to equity shareholders.
Share-based payments reserve relate to the charge for share-based payments in accordance with IFRS 2.
1. Share based payments reserve
The Company does not have a share-ownership compensation scheme for senior executives of the Company. However senior executives may be granted options to purchase Ordinary Shares in the Company.
Warrants
During the 2019 financial year the Company consolidated all existing and issued shares and share options on the basis of 20 existing shares/options for 1 new share/option.
There are 52,472,282 warrants to subscribe for Ordinary Shares at
As at 1 Expired/ Exercise/ vesting
Date of November exercised/ As at 31 Exerciseprice date
grant 2023 vested/ October 2024
issued From To
27-Nov-18 8,050,000 (8,050,000) - 20p 27-Nov-18 01-Feb-24
17-Aug-20 2,566,889 (2,566,889) - 5p 23-Mar-21 01-Feb-24
03-Oct-22 13,000,000 - 13,000,000 5p 03-Oct-22 31-Dec-24
03-Oct-22 7,373,141 - 7,373,141 5p 03-Oct-22 31-Dec-24
03-Oct-22 7,373,141 - 7,373,141 10p 03-Oct-22 31-Dec-24
23-Jan-23 12,726,000 - 12,726,000 5.5p 23-Jan-23 31-Dec-24
24-Jan-23 6,000,000 - 6,000,000 5p 24-Jan-23 31-Dec-24
24-Jan-23 6,000,000 - 6,000,000 10p 24-Jan-23 31-Dec-24
63,089,171 10,616,889 52,472,282
Warrants were attached to the CLNs issued on
Warrants were attached to the subscription shares issued on
Warrants were attached to the subscription shares issued on
On
On 3 October 2022 the Company agreed with 35% of the CLN holders to accelerate the conversion of 5,971,000 CLNs and accrued but unpaid interest into 7,373,141 New Ordinary Shares in the Company at a conversion price of 5p. As such, the conversion of 5,971,000 CLNs plus accrued but unpaid interest resulted in the issue of 7,373,141 5p Warrants and 7,373,141 10p Warrants, all of which will expire on 31 December 2024.
On 19 January 2023 investors subscribed for 12,726,000 new ordinary shares in the Company at a price of 5.5p per share, representing a capital injection of £699,930 (gross and net) into the Company. The new ordinary shares were accompanied by 1 for 1 warrants at 5.5p in the Company's ordinary shares, equating to 12,726,000 warrants exercisable at any time before 31 December 2024.
The conversion of £300,000 of CLNs on 24 January 2023 created 6,000,000 new shares in the Company. As per the terms of the CLNs on conversion each share also gets both a 5p and a 10p warrant. Therefore on conversion 6,000,000 5p warrants and 6,000,000 10p warrants were issued and are exercisable up until 31 December 2024.
The estimated fair value of the options in issue was calculated by applying the Black-Scholes option pricing model.
The assumptions used in the calculation were as follows:
Share price at date of grant 0.03 Exercise price Being the exercise price as stated above Expected volatility 62% Expected dividend 0% Contractual life (in years) 1.92 Risk free rate (based on 10 yearUK 3.28% Government Gilts) Estimated fair value of each option 0.000501 - 0.002108
Options
At 31 October 2024 there were nil share options issued to the Directors and past Directors of the Company. During the current year nil share options were granted (2023: nil).
1. Non-controlling interests
During the year the only subsidiary that had a non-controlling interest, DI, was disposed of. We are therefore presenting the financial position at the point of disposal. For additional information on the comprehensive income please review note 4, to see the discontinued operations.
Dynamic Intertrade (Pty) Ltd 2024 2023
£ £
Current assets 598,854 736,685
Non-current assets 164,123 181,900
Current liabilities (948,747) (1,259,338)
Non-current (4,441,158) (4,414,514)
(4,626,928) (4,755,267)
Non-controlling interest 2024 2023
£ £
Balance at 1 November (2,330,081) (2,305,383)
Share of profits for the year 70,780 (24,698)
Equity attributable to non-controlling interest on 2,259,301 -
disposal of remaining 51% interest
Balance at 31 October - (2,330,081)
On 16 January 2024 K2 exercised the put and call Option Agreement which was detailed in the Annual Financial Statements for the year ending October 2022. This resulted in the Company selling its remaining 51% of DI.
1. Equity portion of convertible loan notes
During the 2021 financial year, on 23 March 2021, the Company converted £383,000 owed to the Directors and a Company owned by a director for 7,660,000 CLNs and, simultaneously, issued 4,400,000 CLNs to the value of £220,000 for cash. During the current financial year the Company extended the conversion date of the CLNs to 31 December 2024. The equity portion of the CLNs is presented below.
Group Company
For the year For the year For the year For the year ended
ended ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Equity portion of
convertible loan 79,531 37,713 79,531 37,713
notes issued
during the year
Carrying value 79,531 37,713 79,531 37,713
1. Convertible loan notes
Group Company
For the year For the year For the year For the year ended
ended ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Convertible loan 3,570,119 491,071 3,570,119 491,071
notes
Carrying value 3,570,119 491,071 3,570,119 491,071
The loan notes holder will be paid an interest rate of 6-12 per cent, accrued on a monthly basis. The loan notes will not be admitted to trading on any exchange.
On 31 March 2021, the Company issued 12,060,000 2021 Loan Notes in the sum of £603,000 (by the conversion of existing sums due to creditors and by way of subscription from private investors).
On 3 October 2022, Golden Nice acquired £162,000 of the 2018 Loan Notes and £391,950 of the 2021 Loan Notes from various holders, being 65 per cent. of the Convertible Loan Notes outstanding at that time, at a 15 per cent. discount to their face value together with accrued but unpaid interest.
As part of the of 3 October 2022 investment agreement, the Company agreed with the CLN holders to accelerate the conversion of 5,971,000 CLNs and accrued but unpaid interest into 7,373,141 new Ordinary Shares in the Company at a conversion price of 5p.
The Company also agreed with the remaining holders of Convertible Loan Notes to accelerate the conversion of the balance of £87,500 2018 Loan Notes and £211,050 2021 Loan Notes and accrued but unpaid interest into, in aggregate, 7,373,141 2022 Conversion Shares in the Company at a conversion price of 5p. In accordance with their terms, the Company granted each holder one warrant to subscribe for a new Ordinary Share at an exercise price of £0.05 per Ordinary Share for every 2022 Conversion Share issued.
Additionally, the Company also agreed to grant each holder one warrant to subscribe for a new Ordinary Share at an exercise price of £0.10 per Ordinary Share for every 2022 Conversion Share issued. Accordingly, the conversion of £87,500 2018 Loan Notes and £211,050 2021 Loan Notes plus accrued but unpaid interest resulted in the granting of 7,373,141 5p 2022 CLN Warrants and 7,373,141 10p 2022 CLN Warrants.
On or around 24 January 2023, the Company received a conversion notice from Golden Nice, pursuant to which Golden Nice notified the Company of the conversion of the 2021 Loan Notes in the aggregate sum of £300,000 into 6,000,000 Ordinary Shares at a price of 5 pence per share, being a premium of 25 per cent to the closing price of 3.75 pence on 23 January 2023, being the business day prior to agreement of the conversion. As part of the 2023 Conversion, Golden Nice received a 5p 2023 CLN Warrant and a 10p 2023 CLN Warrant for every Ordinary Share issued in connection with the 2023 Conversion.
A maximum of 32,510,222 New Ordinary Shares could potentially be issued in the event that all New Ordinary Shares Warrants and Loan Conversion Warrants are exercised.
The fair value of the liability component, included in non-current liabilities, is calculated using a market interest rate for an equivalent non-convertible loan note at the date of issue. The residual amount, representing the value of the equity conversion component, is included in shareholder's equity in Equity portion of convertible loan notes (Note 25).
On 28 August 2024 the Company received £3 million from the subscription of New Convertible Loan Notes. These were part of the constituted loan note instrument pursuant to which the Company may issue up to £50 million convertible loan notes (“CLNs”) in tranches of £250,000 at any time. Each tranche of CLNs will have an initial term of 3 years from the date of the certificate being issued to the relevant noteholder (the ‘Loan Note Instrument’).
The carrying amounts of the liability component of the CLNs at the balance sheet date are derived as follows:
Group Company
For the year For the year For the year For the year ended
ended ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Liability
component at the 491,071 710,274 491,071 710,274
beginning of the
financial year
Conversion of
CLNs to shares on (300,000) (300,000)
24 January 2023
Issuance of new 3,000,000 - 3,000,000 -
CLNs
Equity portion on
extension of 4,826 4,826
conversion date
Accumulated
amortisation of 120,865 75,971 120,865 75,971
interest expense
Accumulated
payments of (41,817) - (41,817) -
interest
Liability
component at the 3,570,119 491,071 3,570,119 491,071
end of the
financial year
Current portion included in current 568,555 - 568,555 - liabilities Long term portion included in long term 3,001,564 491,071 3,001,564 491,071 liabilities Liability component at the end of the 3,570,119 491,071 3,570,119 491,071 financial year
1. Borrowings
Group Company
For the year For the year For the year For the year ended
ended ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Euro 2 Afrisko
Ltd - inventory - 291,744 - -
financing
Bank loans 13,961 - - -
Working Capital
Partners Pty Ltd
- accounts - 71,267 - -
receivable
financing
Loan from K2 - 4,355,369 - -
Spice Ltd
Carrying value 13,961 4,718,380 - -
Of which: - -
Current 6,678 4,713,566 - -
Non-current 7,283 - - -
13,961 4,713,566 - -
The Group's subsidiary DI entered into a funding agreement with Euro 2 Afrisko Ltd whereby Euro 2 Afrisko Ltd pays the suppliers directly and this is then repaid by DI to purchase stock from suppliers where deposits are required. This funding was then repaid and secured by a lien over the inventory and accession of the debtors.
The borrowings were secured by a security agreement from the Company. The loans bear interest at 14% per annum. The security agreement has, post year end, been extinguished and as a result the Company has no security obligations in favour of Euro 2 Afrisko Ltd for DI. Post year end all security granted by the Company was cancelled.
1. Leases
Right of use asset and lease liability
Group Company
For the year For the year For the year For the year ended
ended ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Operating lease
commitments 186,988 266,555 - -
disclosed as at
31 October
Disposal of DI (175,033) - - -
Purchase of PL 66,992
Interest payments 8,869 17,935 - -
Lease payments (36,069) (89,704) - -
Exchange (52) (7,798) - -
difference
Lease liability
recognised in the
statement of 51,695 186,988 - -
financial
position
Of which: - -
Current lease liabilities 16,826 108,266 - -
Non-current lease liabilities 34,869 78,722 - -
51,695 186,988 - -
Right-of use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease. There were no onerous lease contracts that would have required an adjustment to the right-of-use assets at the date of initial application. The recognised right of-use assets relate to the following types of assets:
Group Company
For the year For the year For the year ended For the year ended
ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Properties 42,357 156,129 - -
42,357 156,129 - -
Impact on earnings per share
Depreciation on the right-of-use asset amounting to £28,587 (2023: £103,842) and interest on the right-of-use lease liability of £8,869 (2023: £17,935) were charged to the statement of profit and loss for the current year. As a result, the earnings per share decreased by 0.0005p.
1. Notes to the statement of cash flows
Group Company
For the year For the year For the year For the year ended
ended ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Cash and cash 279,725 858,024 59,710 765,814
equivalents
Borrowings (13,961) (4,350,555) - -
Convertible loan (3,570,119) (491,071) (3,570,119) (491,071)
notes
Right of use (51,695) (186,988) - -
lease liability
Net debt (3,356,050) (4,170,590) (3,510,409) 274,743
Cash and liquid investments 279,725 858,024 59,710 765,814 Fixed rate instruments (3,635,775) (5,028,614) (3,570,119) (491,071) Net debt (3,356,050) (4,170,590) (3,510,409) 274,743
Net debt reconciliation for the Group:
Cash and Convertible Right of
cash Borrowings loan notes use lease Total debt Net debt
equivalents liability
£ £ £ £ £ £
As at 31
October 925,814 (4,732,492) (710,274) (266,555) (5,709,321) (4,783,507)
2022
Cashflows (67,790) 381,937 219,203 85,907 687,047 619,257
Foreign
exchange - - - 8,423 8,423 8,423
adjustments
As at 31
October 858,024 (4,350,555) (491,071) (172,225) (5,013,851) (4,155,827)
2023
Cashflows (578,163) 4,336,594 (3,079,048) 120,530 1,378,076 799,913
Foreign
exchange (136) - - - - (136)
adjustments
As at 31
October 279,725 (13,961) (3,570,119) (51,695) (3,635,775) (3,356,050)
2024
Net debt reconciliation for the Company:
Cash and Convertible Right of
cash Borrowings loan notes use lease Total debt Net debt
equivalents liability
£ £ £ £ £ £
As at 31
October 922,613 - (710,274) - (710,274) 212,339
2022
Cashflows (156,799) - 219,203 - 219,203 62,404
As at 31
October 765,814 - (491,071) - (491,071) 274,743
2023
Cashflows (705,898) - (3,079,048) - (3,079,048) (3,784,946)
Foreign
exchange (206) - - - - (206)
adjustments
As at 31
October 59,710 - (3,570,119) (3,570,119) (3,510,409)
2024
1. Financial instruments - fair values and risk management
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Trade and other receivables and trade and other payables classified as held-for-sale are not included in the table below.
The Group has not disclosed the fair values of financial instruments such as short-term trade receivables and payables, because their carrying amounts are a reasonable approximation of their fair value.
Group as at 31 October 2024
Carrying value Fair value
FVTOCI - Financial Other
equity assets at financial Total Level Level Level Total
instruments amortised liabilities 1 2 3
cost
£ £ £ £ £ £ £ £
Financial
assets
measured at
fair value
through OCI
Investment
in 16,465 - - 16,465 - - 16,465 16,465
associate
16,465 - - 16,465
Financial
assets
measured at
fair value
through P&L
Loan - 2,830,324 - 2,830,324
receivable
Cash and
cash - 279,725 - 279,725
equivalents
- 3,110,049 - 3,110,049
Financial
liabilities
measured at
fair value
through P&L
Lease - - (51,695) -
liability
Unsecured - - (13,961) -
borrowings
Convertible - - (3,570,119) -
loan notes
Trade and
other - - (401,813) -
payables
- - (4,037,588) -
Group as at 31 October 2023
Carrying value Fair value
FVTOCI - Financial Other
equity assets at financial Total Level Level Level Total
instruments amortised liabilities 1 2 3
cost
£ £ £ £ £ £ £ £
Financial
assets
measured at
fair value
through P&L
Loan - 200,000 - 200,000
receivable
Cash and
cash - 858,024 - 858,024
equivalents
- 1,058,024 - 1,058,024
Financial
liabilities
measured at
fair value
through P&L
Lease - - (186,988) (186,988)
liability
Unsecured - - (4,350,555) (4,350,555)
borrowings
Convertible - - (491,071) (491,071)
loan notes
Trade and
other - - (363,011) (363,011)
payables
- - (5,391,625) (5,391,625)
Company as at 31 October 2024
Carrying value Fair value
FVTOCI - Financial Other
equity assets at financial Total Level Level Level Total
instruments amortised liabilities 1 2 3
cost
£ £ £ £ £ £ £ £
Financial
assets
measured at
fair value
through OCI
Investment
in 16,465 - - 16,465 - - 16,465 16,465
associate
16,465 - - 16,465
Financial
assets
measured at
fair value
through P&L
Cash and
cash - 59,710 - 59,710
equivalents
- 59,710 - 59,710
Financial
liabilities
measured at
fair value
through P&L
Convertible - - (3,570,119) (3,570,119)
loan notes
Trade and
other - - (183,695) (183,695)
payables
- - (3,753,814) (3,753,814)
Company as at 31 October 2023
Carrying value Fair value
FVTOCI - Financial Other
equity assets at financial Total Level Level Level Total
instruments amortised liabilities 1 2 3
cost
£ £ £ £ £ £ £ £
Financial
assets
measured at
fair value
through P&L
Loans - 200,000 - 200,000
receivable
Cash and
cash - 765,814 - 765,814
equivalents
- 965,814 - 965,814
Financial
liabilities
measured at
fair value
through P&L
Convertible - - (491,071) (491,071)
loan notes
Trade and
other - - (348,730) (348,730)
payables
- - (839,801) (839,801)
1. Measurement of fair values
1. 1. Valuation techniques and significant unobservable inputs
The following tables show the valuation techniques used in measuring Level 3 fair values for financial instruments measured at fair value in the statement of financial position, as well as the significant unobservable inputs used. Related valuation processes are described in Note 3.
Financial instruments measured at fair value
Inter-relationship
Significant between significant
Type Valuation technique unobservable inputs unobservable inputs
and fair value
measurement
The value of the
investment is adjusted
Investment in annually based upon None None
associate the group's share of
the associate profit
or loss.
1. 1. Transfers between Levels 1 & 2
There were no transfers between levels 1 & 2 in either the current financial year or in the prior financial year.
1. Financial risk management
The Group has exposure to the following risks arising from financial instruments:
-- credit risk;
-- liquidity and cash flow risk; and
-- market risk.
Risk management framework
The Company's Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework.
The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.
The Group's Audit Committee oversees how management monitors compliance with the Group's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group's Audit Committee undertakes ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group's receivables from customers and investments in debt securities.
The carrying amounts of financial assets represent the maximum credit exposure. There was no impairment loss in the current year nor in the prior year.
Trade receivables
The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which its customers operate. Details of concentration of revenue are included in Note 4.
The Group has established a credit policy under which each new customer is analysed individually for creditworthiness before the Group's standard payment terms and conditions are offered. The Group's review includes external ratings, if they are available, financial statements, credit agency information, industry information and in some cases bank references. Sales limits are established for each customer and are reviewed regularly.
The Group limits its exposure to credit risk from trade receivables by establishing a maximum payment period of one month.
The Group does not require collateral in respect of trade and other receivables. The Group does not have trade receivables for which a no allowance is recognised because of collateral.
Group Company
As at 31 October the exposure to credit risk for trade
receivables by geographic region was as follows: 2024 2023 2024 2023
£ £ £ £
South Africa - 282,671 - -
United Kingdom - - - -
Hong Kong - - - -
Other - - - -
- 282,671 - -
Group Company
As at 31 October the exposure to credit risk for trade
receivables by credit rating was as follows: 2024 2023 2024 2023
£ £ £ £
External credit ratings - - - -
Other - 282,671 - -
- 282,671 - -
Expected credit loss assessment for corporate customers as at 31 October 2024 and 31 October 2023
The Group allocates each exposure to a credit risk grade based on data that is determined to be predictive of the risk of loss (including but not limited to external ratings, audited financial statements, management accounts and cash flow projections and available press information about customers) and applying experienced credit judgement. Credit risk grades are defined using qualitative and quantitative factors that are indicative of the risk of default.
Movements in the allowance for impairment in respect of trade receivables
The movement in the allowance for impairment in respect of trade receivables during the year amounted to nil.
Cash and cash equivalents
As at 31 October 2024, the Group held £279,725 in cash and cash equivalents (2023: £858,024) and had a bank overdraft of £13,743. The cash and cash equivalents are held with bank and financial institution counterparties which are rated Baa3 to A1+ by Moody's.
Impairment on cash and cash equivalents has been measured on a 12-month expected loss basis and reflects the short maturities of the exposures. The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties. On the implementation of IFRS 9 the Group did not impair any of its cash and cash equivalents.
Liquidity and cash flow risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.
Exposure to liquidity and cash flow risk
The following tables present the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and include contractual interest payments and exclude the impact of netting agreements.
Group as at 31 October 2024
Contractual cash flows
More
Carrying Total 2 months 2 to 12 1 to 2 2 to 5 than
value or less months years years 5
years
£ £ £ £ £ £ £
Non-derivative
financial
liabilities
Unsecured
shareholders - - - - - - -
loans
Convertible (3,570,119) (3,570,119) - (567,825) - (3,002,194) -
loan notes
Secured loans - - - - - - -
Right of use (51,695) (51,695) (2,804) (14,022) (16,826) (18,043) -
finance lease
Trade payables (87,334) (87,334) (87,334) - - - -
Other payables (180,866) (180,866) (180,866) - - - -
Related party (147,574) (147,574) (147,574) - - - -
payables
(4,037,588) (4,037,588) (418,578) (581,847) (16,826) (3,020,237) -
Group as at 31 October 2023
Contractual cash flows
Carrying 2 months or 2 to 12 1 to 2 2 to More than 5
value Total less months years 5 years
years
£ £ £ £ £ £ £
Non-derivative
financial
liabilities
Unsecured
shareholders (4,355,369) (4,355,369) - - - - (4,355,369)
loans
Convertible (491,071) (491,071) - - (491,071) - -
loan notes
Secured loans (363,011) (363,011) - (363,011) - - -
Right of use (186,988) (186,988) (31,158) (83,010) (72,820) - -
finance lease
Trade payables (478,862) (478,862) (478,862) - - - -
Other payables (643,166) (643,166) (643,166) - - - -
Related party - - - - - - -
payables
(6,518,467) (6,518,467) (1,153,186) (446,021) (563,891) - (4,355,369)
Company as at 31 October 2024
Contractual cash flows
1 to More
Carrying Total 2 months 2 to 12 2 2 to 5 than
value or less months years years 5
years
£ £ £ £ £ £ £
Non-derivative
financial
liabilities
Unsecured
shareholders - - - - - - -
loans
Convertible (3,570,119) (3,570,119) - (567,825) - (3,002,194) -
loan notes
Secured loans - - - - - - -
Right of use - - - - - - -
finance lease
Trade payables (43,085) (43,085) (43,085) - - - -
Other payables (124,785) (124,785) (124,785) - - - -
Related party (15,825) (15,825) (15,825) - - - -
payables
(3,753,814) (3,753,814) (183,695) (567,825) - (3,002,194) -
Company as at 31 October 2023
Contractual cash flows
Carrying Total 2 months 2 to 12 1 to 2 2 to 5 More than
value or less months years years 5 years
£ £ £ £ £ £ £
Non-derivative
financial
liabilities
Unsecured
shareholders - - - - - - -
loans
Convertible (491,071) (491,071) - - (491,071) - -
loan notes
Secured loans - - - - - - -
Right of use - - - - - - -
finance lease
Trade payables (92,135) (92,135) (92,135) - - - -
Other payables (256,595) (256,595) (256,595) - - - -
Related party - - - - - - -
payables
(839,801) (839,801) (348,730) - (491,071) - -
The interest payments on the financial liabilities represent the fixed interest rates as per the respective contracts.
The Group aims to maintain the level of its cash and cash equivalents and other highly marketable debt investments at an amount in excess of expected cash outflows on financial liabilities other than trade payables. The Group also monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables.
Market risk
Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise.
The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:
Group foreign exchange risk
31 October 2024 31 October 2023
£ (GBP) R (ZAR) £ (GBP) R (ZAR)
Trade and other receivables - - 258,319 7,144,365
Cash and cash equivalents - - 765,814 2,090,921
Unsecured shareholders' loans - - - (98,761,043)
Secured loans - - - (8,231,521)
Convertible loan notes - - (491,071) -
Right of use finance lease - - - (3,905,322)
Trade payables - - (348,730) (17,535,102)
Net statement of financial exposure - - 184,332 (119,197,702)
Next 6 months actual sales - - - -
Next 6 months actual forecast - - - -
Net statement of financial exposure - - - -
Net exposure - - 184,332 (119,197,702)
Company foreign exchange risk
31 October 2024 31 October 2023
£ (GBP) R (ZAR) £ (GBP) R (ZAR)
Trade and other receivables - - 258,319 -
Cash and cash equivalents - - 765,814 -
Unsecured shareholders' loans - - - -
Secured loans - - - -
Convertible loan notes - - (491,071) -
Right of use finance lease - - - -
Trade payables - - (348,730) -
Net statement of financial exposure - - 184,332 -
Next 6 months actual sales - - - -
Next 6 months actual forecast - - - -
Net statement of financial exposure - - - -
Net exposure - - 184,332 -
As previously disclosed Dynamic was sold post year end in January 2024. It is the opinion of the Directors that the only foreign exchange risk that the Group faced were the outstanding debtor and creditor balances at the 31 October 2023 as documented on the statement of financial position. It is believed that the trading in November and December, wouldn't have created foreign exchange risk as cash wouldn't have been received nor paid prior to the sale of the subsidiary.
The following significant exchange rates in relation to the reporting currency are applicable:
Average for the Year end spot
year rate
2024 2023 2024 2023
United States Dollar ($) 1.2755 1.2477 1.2990 1.2154
South African Rand (ZAR) - 21.7957 - 22.6757
Hong Kong Dollar (HK$) 10.0457 - 10.0944 -
The presentation currency of the Group is British Pound Sterling.
The Group is exposed primarily to movements in USD and ZAR, the currency in which the Group receives most of its funding, against other currencies in which the Group incurs liabilities and expenditure.
Sensitivity analysis
Financial instruments affected by foreign currency risk include cash and cash equivalents, trade other receivables and trade and other payables. The following analysis, required by IFRS 7 Financial Instruments: Disclosures, is intended to illustrate the sensitivity of the Group's financial instruments (at year end) to changes in market variables, being exchange rates.
The following assumptions were made in calculating the sensitivity analysis:
-- all income statement sensitivities also impact equity; and
-- translation of foreign subsidiaries and operations into the Group's
presentation currency have been excluded from this sensitivity as they
have no monetary effect on the results.
Income statement / equity
2024 2023
+10% -10% +10% -10%
United States Dollar ($) 0.1276 (0.1276) 0.1215 (0.1215)
South African Rand (ZAR) - - 2.2676 (2.2676)
Hong Kong Dollar (HK$) 1.005 (1.005) - -
The above sensitivities are calculated with reference to a single moment in time and will change due to a number of factors including:
-- fluctuating other receivable and trade payable balances;
-- fluctuating cash balances; and
-- changes in currency mix.
Interest rate risk
The Group has entered into fixed rate agreements for its finance leases and shareholders loans. The Group does not hedge its interest rate exposure by entering into variable interest rate swaps.
Exposure to interest rate risk
The interest rate profile of the Group's interest-bearing financial instruments as reported to the management of the Group is as per the table below.
Group Company
2024 2023 2024 2023
£ £ £ £
Financial assets - - - -
Financial liabilities (3,599,703) (5,033,428) (3,570,119) (491,071)
Fair value sensitivity analysis for fixed-rate instruments
The Group does not account for any fixed-rate financial assets of financial liabilities at FVTPL. Therefore, a change in interest rates at the reporting date would not affect profit or loss.
Other market price risk
The Group is exposed to equity price risk, which arises from equity securities at FVTOCI are held as a long-term investment.
The Groups' investments in equity securities comprise small shareholdings in unlisted companies. The shares are not readily tradable, and any monetisation of the shares is dependent on finding a willing buyer.
Valuation techniques and assumptions applied for the purpose of measuring fair value
The fair value of cash and receivables and liabilities approximates the carrying values disclosed in the financial statements.
Capital management
The Group manages its capital resources to ensure that entities in the Group will be able to continue as a going concern, while maximising shareholder return.
The capital structure of the Group consists of equity attributable to shareholders, comprising issued share capital and reserves. The availability of new capital will depend on many factors including a positive operating environment, positive stock market conditions, the Group's track record, and the experience of management. There are no externally imposed capital requirements. The Directors are confident that adequate cash resources exist or will be made available to finance operations but controls over expenditure are carefully managed.
1. Related party transactions
Directors' fees
During the year ended 31 October 2024 £142,440 was paid to Directors of the Company (2023: £123,260). At the year- end a total of £3,962 (2023: £2,810) was outstanding in respect of Directors' emoluments.
Other related party transactions
Included in trade and other payables are the following related party financial liabilities:
Group Company
For the year For the year For the year For the year ended
ended ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Giga Treasure Ltd 16,172 - 15,825 -
Ace Jumbo 14,161 - - -
Ventures Ltd
Golden Nice 22,279 - - -
Capital Ltd
52,612 - 15,825 -
Giga Treasure Ltd is owed money pertaining the purchase of Ace Jumbo Ventures Ltd share capital. The additional £347 relates to costs it has incurred on behalf of a group company. Ace Jumbo Ventures Ltd has incurred costs on behalf of a group company.
Golden Nice Capital Ltd has made a payment on account to a member of the group for the purchase of goods.
Outstanding Director's salaries and related party transactions
Included in trade and other payables are the following outstanding Directors' salaries and fees payable to related parties for other services:
Group Company
For the year For the year For the year ended For the year ended
ended ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Xin (Andy) Sui 3,162 2,250 3,162 2,250
Robert Scott 4,000 - 4,000 -
Simon 2,440 560 2,440 560
Grant-Rennick
Feng Chen 95,762 - 800 -
105,364 2,810 10,402 2,810
The following information relates to the comparative period when
Arrangements with K2
During the period the Company and K2 entered into certain related party arrangements in relation to DI as outlined below. K2 is a 10% subsidiary of
Disposal of 49% equity interest in DI to K2
K2 subscribed for such number of new shares in the capital of DI resulting in K2 holding 49% of the enlarged issued share capital of DI for a consideration of ZAR10,982 and therefore became a significant shareholder in DI representing the non-controlling interest disclosed in the group financial statements.
Put and call option for K2 to acquire remaining 51% of DI
At the same time a put and call Option Agreement was entered into with the Company granting to K2 the option to acquire 11,430 shares in DI, which represents the remaining 51% equity interest currently owned by the Company. This is subject to the satisfaction of certain conditions and a time restrictions of 31 December 2023 for a consideration of £1.
Disposal of group loans in DI from the Company to K2 and entry into a loan subordination agreement
Simultaneously with the above subscription and to allow the equity in DI to be issued to K2, the Company agreed to assign certain debts owing by DI, amounting to £4.2 million which had been fully impaired in prior years, to the Company and certain other parties to K2 in consideration for K2 paying to the Company £100,001 and agreeing to fund DI so as to enable DI to carry on its business in the ordinary course until such time as the Company ceases to hold any further shares in DI. This assignment agreement resulted in K2 having a non-controlling interest in DI, full details of K2's non-controlling interest are at note 23.
Additionally, the assignment of the loans resulted in the Group incurring a finance charge on consolidation of £3.1 million. K2 has signed a subordination agreement in relation to the loans due by DI to K2 with an expiry date of 31 October 2023. There was a risk that if K2 choose to request the repayment of the loans due by DI it would have severely impact the Company's ability to continue as a going concern.
On 16 January 2024 K2 announced that it was extending the exercise period of the put and call option agreement from 31 December 2023 to 31 January 2024. The option was exercised on 16 January 2024.
1. Controlling party
There is no single controlling party. Significant shareholders are listed on page 106.
1. Subsequent events
Subsequent to year end the following occurred:
On 26 November 2024 a further CLN of £250,000 was issued to SPC under the terms of the Loan Note Instrument. This resulted in 13 CLNs with an aggregate value of £3.250 million being issued. In addition, SPC advanced an amount of approximately £155,000 over and above the CLN which will attract the same interest rate as the CLNs (being 6 per cent. per annum) (“Advanced Funds”) and, if and when topped up to £250,000, can be converted into a CLN under the Loan Note Instrument.
Additional information
Directors and professional advisers
Directors Registered officeFeng Chen 7th FloorRobert Scott The Broadgate TowerSimon Grant-Rennick 20 Primrose StreetXin (Andy) Sui London EC2A 2EW Company secretary Company numberMichael Bennett 07913053 Bankers Auditors National Westminster Bank Plc RPG Crouch Chapman LLP 250Bishopsgate 40 Gracechurch StreetLondon London EC2M 4AA EC3V 0BT Financial adviser Solicitors to the company Cairn Financial Advisers LLPHill Dickinson LLP Ninth Floor The Broadgate Tower 107 Cheapside 20 Primrose StreetLondon London EC2V 6DN EC2A 2EW RegistrarsNeville Registrars Limited Neville House 18 Laurel Lane HalesowenWest Midlands B63 3DA
Overseas subsidiary operations
Details of all subsidiaries and their locations are detailed in note 15.
Dynamic Intertrade (Pty) Ltd, a subsidiary that was disposed of in the year, is registered in
Everest (
Substantial shareholders
13 February 2025
Shareholder Shareholding Percentage of Company's Issued
Ordinary Share Capital
Golden Nice International Group 19,000,000 24.55%
Limited
Mr Feng Chen 12,500,000 16.15%
Mr Yang Chen 6,363,000 8.22%
Mr Liaw Lin-Hsiang 6,363,000 8.22%
Lynchwood Nominees Ltd 5,448,013 7.04%
HSBC Global Custody Nominee (UK) 3,945,860 5.10%
Ltd
Lynchwood Nominees Ltd 3,623,542 4.68%
Interactive Investor Services 3,133,374 4.05%
Nominees Ltd
Total shares 77,388,855
31 October 2024
Shareholder Shareholding Percentage of Company's Issued
Ordinary Share Capital
Golden Nice International Group 19,000,000 24.55%
Limited
Mr Feng Chen 12,500,000 16.15%
Mr Yang Chen 6,363,000 8.22%
Mr Liaw Lin-Hsiang 6,363,000 8.22%
Lynchwood Nominees Ltd 5,448,013 7.04%
HSBC Global Custody Nominee (UK) 3,945,860 5.10%
Ltd
Lynchwood Nominees Ltd 3,623,542 4.68%
Interactive Investor Services 3,133,374 4.05%
Nominees Ltd
Total shares 77,388,855
31 October 2023
Shareholder Shareholding Percentage of Company's Issued
Ordinary Share Capital
Golden Nice International Ltd 19,000,000 29.28%
Mr An Xiangyu 6,363,000 9.81%
Ms Chen Fangling 6,363,000 9.81%
Lynchwood Nominees Ltd 5,448,013 8.40%
HSBC Global Custody Nominee (UK) 3,945,860 6.08%
Ltd
Lynchwood Nominees Ltd 3,623,542 5.58%
Interactive Investor Services 3,003,866 4.63%
Nominees Ltd
Total shares 64,888,855
Glossary of terms and abbreviations
The Company - Everest Global Plc The Group - the Company & subsidiary
the Company and its subsidiaries from
time to time. At 31 October 2024 the
subsidiaries consist of PL, ECLL and ESL
DI - Dynamic Intertrade (PTY) Ltd PL - Precious Link (UK ) Ltd
Subsidiary held until 16 January 2024 Subsidiary purchased on 10 January 2024
K2 - K2 Spice Limited ECLL – Everest Capital London Ltd
The purchaser of DI post year end. K2 Subsidiary incorporated in the UK for
was previously known as VSA NEX the purpose of managing cash at rates
Investments Ltd above the interest paid on CLNs
RPGCC - RPG Crouch Chapman LLP PIE - Public Interest Entity
The Company's auditors
Allotted Shares CLNs - Convertible Loan Notes
39,099,141 Ordinary Shares, being the The 2018 Loan Notes, 2021 Loan Notes and
Subscription Shares and the Conversion 2024 Loan Notes as the context so
Shares requires
Conversions AGM - Annual general meeting
The 2022 Conversion and the 2023
Conversion
FCA - Financial Conduct Authority KPI - Key performance indicator
Reverse Takeover Option Agreement
The put and call option agreement,
pursuant to which the Company granted to
K2 an option to purchase, and K2 granted
As defined in the Listing Rules of the the Company an option to require K2 to
FCA purchase 11,430 shares in DI, being the
remaining 51 per cent of DI held by the
Company, subject to the satisfaction of
certain conditions and subject to
certain time restrictions, for £1.
The Company has not yet scheduled an annual general meeting ('AGM') at the time of signing the accounts. All details of the future AGM will be provided to shareholders and notice convening the meeting will be released on a regulatory information service the London Stock Exchange as well as on the Company's website.
Auditor
The Board recommend that RPG Chapman Crouch LLP be reappointed as auditor, a resolution will be tabled at the AGM, as detailed above, for their re-appointment following the 31 October 2024 audit being signed off.
Directors' and officers' insurance
The Group maintains insurance cover for all Directors and officers of Group companies against liabilities which may be incurred by them while acting as Directors and officers.
20250228 RNS - Final Results October 2024
