REG-Everest Global Plc: Final Results
28/02/2025 07:15
28 February
2025
Everest Global plc
(“Everest” or the “Company”)
Final Results
The Board of Everest is pleased to announce its final results for the year
ended 31 October 2024.
The year ended 31 October 2024 was satisfactory. We acquired Precious Link
(UK) Limited (‘PL’) and have integrated this business into our financial
reporting systems. Following the acquisition, we concluded the disposal of
Dynamic Intertrade (Pty) Ltd on 16 January 2024.
On 10 January 2024 the Company issued 12,500,000 new ordinary shares of £0.02
in the Company to Pi Distribution Investment Ltd (‘PI’) as consideration
(‘Consideration Shares’) for the purchase of PL. The Company further
announced that due to an internal restructure of the vendors affairs, PI
assigned the Consideration Shares due to it to Mr Feng Chen, and signed all
relevant and required indemnities in favour of, Mr Feng Chen. Mr Feng Chen was
the ultimate beneficial owner of PI. As a result, the Consideration Shares
were issued to Mr Feng Chen. This concluded the acquisition of PL.
As part of our quest to access further pools of capital we acquired a
strategic stake of 33% of the issued share capital of Ace Jumbo Ventures
Limited ('AJV') for US$20,000 from Giga Treasure Limited, which was announced
on 9 April 2024, but remained subject to regulatory approval. Given regulatory
approval had not been granted by the period end the investment in AJV has not
been recognised in these accounts. AJV is the parent company of Giga (Hong
Kong) Limited, a company incorporated in Hong Kong, which holds a licence to
carry out the provision of advice on securities (Type 4 Licence) and a licence
to carry out asset management related regulated activities (Type 9 Licence)
under the Securities and Futures Ordinance in Hong Kong (the "Licences"). The
Directors of the Company believe that holding an interest in the Licences will
help facilitate future fundraisings to be undertaken by the Company from
investors based in Hong Kong. The Company also purchased a Hong Kong
incorporated company called Everest (Hong Kong) Securities Limited ('EHKS'),
for HK$1 with the intention of facilitating capital raising. EHKS at the time
of purchase was a dormant entity and at the time of signing these accounts,
remains dormant. Once trading however, the Directors believe that EHKS will
enhance the credibility and hence the ability, for the Group to raise
capital in China and Hong Kong.
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 28 August 2024 the Company received £3.00 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’).
During the year, the Company issued 12 unsecured CLNs to Surich Real Estate
Opportunity Fund SPC (‘SPC’ or the ‘Noteholder’ respectively) in an
aggregate value of £3.00m. SPC is wholly owned and controlled by Mr Ziwei
Peng. Mr Peng is the owner and controller of Golden Nice International Group
Limited, which holds a 24.55% interest in the issued share capital of the
Company. Given Mr Peng’s holding in the Company, the issue of the CLNs to
SPC is a related party transaction for the purposes of Rule 7.3 of the
Disclosure Guidance and Transparency Rules.
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 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.
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 Ziwei
Peng.
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
UK Limited 12,500,000
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, RPG Crouch Chapman LLP ('RPGCC') are now in their third annual
cycle and it has been a pleasure working with them. In addition, as announced
on 1 August 2024, the Company appointed Mr Michael Bennett as Company
Secretary and changed its registered office to 7th Floor, The Broadgate Tower,
20 Primrose Street, London, EC2A 2EW.
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 31 October 2023 or 2024 within the
meaning of Section 434 of the Companies Act 2006, but is derived from those
accounts. Statutory accounts for 2023 have been delivered to the Registrar of
Companies and those for 2024 will be delivered in due course. The auditor’s
report on the statutory accounts for the year ended 31 October 2023 contained
a qualification in respect of inventory, as the auditor was appointed after
the year end and therefore could not attend the stock take, as well as a
material uncertainty in relation to going concern.
The announcement has been prepared on the basis of the accounting policies as
stated in the financial statements for the year ended 31 October 2024. The
information included in this announcement is based on the Company's financial
statements which are prepared in accordance with International Financial
Reporting Standards ("IFRS"). The Company will publish full financial
statements that comply with IFRS on its website in due course.
Once published, hard copies will be available to shareholders upon request to
the Company Secretary, Mr Michael Bennett, at Hill Dickinson LLP, 7th Floor,
The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW, and soft copies
will be available for download and inspection from the Company's website at
www.everestglobalplc.com.
The annual report and accounts for the year ended 31 October 2024 will be made
available from the FCA's National Storage Mechanism
at www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism in
due course.
This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018).
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 Scott, Non-Executive Director +44 (0) 776 775 1787+27 (0)84 6006 001
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 Everest Global Plc ('the Company') is
to provide sufficient detailed information to both shareholders and
stakeholders to make an informed decision as to how they assess how the
Directors have performed their duty. Section 172 of the Companies Act 2006, is
to promote the success of the Company and to provide context for the related
financial statements as well as assist them in their decision making in
relation to the strategy of the Company.
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:
Customers We listen to our customers and endeavour to supply them with relevant products. This entails continuous discussions with our existing and potential customers as well as product development.
Suppliers We have worked with a number of our suppliers for many years, and any loss of our sales or product mix impacts their business. We continuously communicate with them, where possible, to reduce the impact on their businesses.
Shareholders & lenders We have a clear responsibility to engage with shareholders and lenders to our business and their views are an important driver of our strategy. We keep our shareholders regularly informed while lenders receive regular updates on the performance of the organisation.
Staff During the year under review the Company and its subsidiary had 12 (2023: 24) staff and Directors. Full disclosure of our employee numbers are in note 6.
Social, community & human rights issues The Company and its subsidiaries comply 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 UK and the rest of Europe. This will be done through measured
organic growth of its existing business and through acquisition. The Directors
are of the opinion that Precious Link (UK) Limited ('PL'), a wine and
ancillary product chain of outlets in and around London will provide an entry
into the beverage industry and allow it to access industry know-how and
expertise. The Company believes PL operates in a complementary sector and will
pave the way in expanding its activities into the wider food and beverage
sector.
The Company is focusing on additional acquisitions of businesses in the sector
in the UK and the rest of Europe. The Company would also consider acquisitions
in alternative sectors but are aware that any such acquisition may be deemed a
reverse takeover under the Listing Rules.
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
Dynamic Intertrade (Pty) Ltd (‘DI’) was fully disposed of in January 2024.
DI is involved in the importation, milling, blending, and packaging of
products that include herbs, spices, seasonings and confectionery for the
domestic market. As such DI was only consolidated for 2 months ending 31
December 2024.
Precious Link UK Limited (‘PL’) was acquired on 10 January 2024 and has
been consolidated for 10 months.
Everest Capital London Limited (‘ECLL’) is a subsidiary of the Company
that uses excess cash in the short term to lend money at rates above the
prevailing rate paid on the CLNs. ECLL has four short-term loans outstanding
at the year end with £2,661,639 lent and £3,043,500 due to be received at
maturity of the loans. ECLL holds security over the properties the money has
been loaned in respect of.
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). Total Group
comprehensive profit amounted to £1,866,188 (2023: £887,038 loss).
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 31 October 2024 the Group held £279,725 (2023: £858,024) in cash and
cash equivalents.
Financing and capital structure
During the year under review, on 28 August 2024 the Company issued 12
Convertible Loan Notes (“CLNs”) in tranches of £250,000. Surich Real
Estate Opportunity Fund SPC (“SPC” or the “Noteholder” respectively)
subscribed for £3.00m CLN’s and as such 12 CLN’s were issued.
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 25
November 2024, the Company issued a further CLN to SPC for £250,000. This
gives SPC a total of 13 CLNs at a nominal value of £3.25m. Each tranche of
loan notes will have an initial term of 3 years from the date of the
certificate being issued to the relevant noteholder (the “Loan Note
Instrument”). SPC is wholly owned and controlled by Mr Ziwei Peng, Mr Peng
is the owner and controller of Golden Nice International Group Limited, which
holds a 24.55% interest in the issued share capital of the Company. Given Mr
Peng’s holding in the Company, the issue of the
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 31 October 2024. Therefore,
the profit and loss KPI will include only PL and similarly the balance sheet
will only include PL. As a result of the acquisition and subsequent disposal,
the KPIs in future years will reflect this change in the Group.
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 UK and European focus with retail
footprint rather than manufacturing.
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:
i. Failure to identify or anticipate future risks Although the Directors believe that the Group’s risk management procedures are adequate, the methods used to manage risk may not identify or anticipate current or future risks or the extent of future exposures, which could be significantly greater than historical measures indicate.
ii. The Company may be unable to raise funds to complete any further acquisitions for growth The Company intends to make further acquisitions in the food and beverage industry with a focus on the beverage distribution and production sector in the UK and the rest of Europe. Although the Company has not formally identified any prospective targets, it cannot currently predict the amount of additional capital that may be required.
iii. Ownership and Reverse Takeover risks 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 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).
iv. Reliance on consistent supply 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 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.
v. Maintenance of quality of products and services In the beverage industry, it is essential that the quality of products is consistent. Any inconsistency in the quality of products may result in customer dissatisfaction and hence a decrease in their loyalty.
vi. Identifying a suitable acquisition target 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. This has directly led the Company to 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.
vii. Demand for the Company’s products may be adversely affected by changes in consumer preferences 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 spending habits may shift due to a variety of factors
that are difficult 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.
viii. Highly competitive sector Although the beverage distribution and production sector is a highly competitive one in which barriers to entry are often low, the alcohol industry, like any other, has its own set of barriers to entry that can make it challenging for new players, to establish themselves.
ix. Actions of third parties, including contractors and partners The Group may be reliant on third parties to provide contracting services. There can be no assurance that these relationships will be successfully 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
i. Sector risk alcohol beverage distribution and retail 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
dissatisfaction and potential health 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.
ii. Environmental risks and hazards 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 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.
iii. Internal control and financial risk management 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 comprehensive historical 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.
iv. Cashflow risk, liquidity risk and credit risk More details on each of these risks as well as the Company’s risk management 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 4
pence per Ordinary Share (being a premium of 23.08 per cent. compared to the
closing middle market price of 3.25 pence per Ordinary Share on 15 December
2023), as consideration for the acquisition of the entire share capital and
loan assignment by the previous owner and directors of PL, valuing the
transaction at £500,000. In addition, the Company converted £nil (2023:
£300,000) of CLNs into new ordinary shares. The Company also issued 12
Convertible Loan Notes (“CLNs”) in tranches of £250,000 raising £3.00m
(2023: £nil).
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 February 2026.
.............................
Xin (Andy) Sui
On behalf of the board
Date: 27 February 2025
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
Robert
Scott
Non-Executive Director
Member of the audit committee
Member of the remuneration committee
Simon Grant-Rennick
Non-Executive
Director
Chair of the audit committee
Member of the remuneration committee
Feng
Chen
Non-Executive Director (appointed 1 June 2024)
Xin (Andy) Sui - Chief Executive Director
Andy Sui has over 11 years of investment banking experience. Andy started his
career at Barclays Capital on the trading desk. He eventually became Chief
Risk Officer (CRO) at Union Bank of India (UK) managing a balance sheet of
over $1 billion. Andy is also a co-founder of London Capital Homes Ltd
managing over 120 residential properties and focusing on property development
projects in the North of England. Andy has a Master’s Degree from the London
School of Economics (LSE) in Finance and a number of financial market
qualifications.
Robert Scott - Non-Executive Director
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 January 2024. He has over 30 years’
financial and investment management experience with the last twenty years
specifically focussed on, executive management, finance, corporate governance,
acquisitions and investor management. Rob is a Chartered Accountant (CA(SA))
by profession. He served as Country Manager for Lonrho and was the General
Manager of Uramin’s South African operations. He held executive and senior
positions with a number of companies across a number of countries in Southern
Africa. He has been involved in such broad industries as mining, food
manufacturing, hotels, agriculture, shipping, consumer products and
construction amongst others. Robert has been a Director of DI for 12 years and
is responsible for setting the strategy for DI with management and ensuring
implementation. He has an intimate understanding of its day-to-day operations.
He has served on a number of other public and private Company boards. Robert
began his career and qualified with Deloitte South Africa after obtaining his
Certificate of Theory of Accounting (CTA) from the University of Cape Town.
Rob’s broad understanding of finance, markets, acquisitions and corporate
governance will greatly assist the Group in its growth plans.
Simon Grant-Rennick - Non-Executive Director
Simon graduated from Camborne School of Mines (BSc Hons Mining Engineering,
ACSM) and has been actively involved in the mining and metal trading industry
for over 40 years. He has also been active in the agriculture space in
Southern Africa, from the growing of macadamia nuts to chillies and paprika,
amongst other crops and game farming with his own game farm. Simon has served
as chairman and executive director of various private and public companies in
Australia, America and UK (LSE, ASX) over various global industries in
agriculture, mining, property and technology.
Feng Chen - Non-Executive Director
Mr Chen holds an MSc from the University of Reading and is the Chief Executive
Director of PL, the wine retailer in the Southeast of England, that the
Company acquired in January 2024. In addition, Mr Chen is currently a director
of the following companies - T Warriors Brewery UK Limited, Pi Distribution
Investment Ltd, Seewoo Drinks Ltd
Mr Feng has also been a director of CS United Fish Company Limited in the last
five years.
Chief Executive Officer's statement
The year ended 31 October 2024 was satisfactory. We acquired Precious Link
(UK) Limited (‘PL’) and have integrated this business into our financial
reporting systems. Following the acquisition, we concluded the disposal of
Dynamic Intertrade (Pty) Ltd on 16 January 2024.
On 10 January 2024 the Company issued 12,500,000 new ordinary shares of £0.02
in the Company to Pi Distribution Investment Ltd (‘PI’) as consideration
(‘Consideration Shares’) for the purchase of PL. The Company further
announced that due to an internal restructure of the vendors affairs, PI
assigned the Consideration Shares due to it to Mr Feng Chen, and signed all
relevant and required indemnities in favour of, Mr Feng Chen. Mr Feng Chen was
the ultimate beneficial owner of PI. As a result, the Consideration Shares
were issued to Mr Feng Chen. This concluded the acquisition of PL.
As part of our quest to access further pools of capital we acquired a
strategic stake of 33% of the issued share capital of Ace Jumbo Ventures
Limited ('AJV') for US$20,000 from Giga Treasure Limited, which was announced
on 9 April 2024, but remained subject to regulatory approval. Given regulatory
approval had not been granted by the period end the investment in AJV has not
been recognised in these accounts. AJV is the parent company of Giga (Hong
Kong) Limited, a company incorporated in Hong Kong, which holds a licence to
carry out the provision of advice on securities (Type 4 Licence) and a licence
to carry out asset management related regulated activities (Type 9 Licence)
under the Securities and Futures Ordinance in Hong Kong (the "Licences"). The
Directors of the Company believe that holding an interest in the Licences will
help facilitate future fundraisings to be undertaken by the Company from
investors based in Hong Kong. The Company also purchased a Hong Kong
incorporated company called Everest (Hong Kong) Securities Limited ('EHKS'),
for HK$1 with the intention of facilitating capital raising. EHKS at the time
of purchase was a dormant entity and at the time of signing these accounts,
remains dormant. Once trading however, the Directors believe that EHKS will
enhance the credibility and hence the ability, for the Group to raise
capital in China and Hong Kong.
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 28 August 2024 the Company received £3.00 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’).
During the year, the Company issued 12 unsecured CLNs to Surich Real Estate
Opportunity Fund SPC (‘SPC’ or the ‘Noteholder’ respectively) in an
aggregate value of £3.00m. SPC is wholly owned and controlled by Mr Ziwei
Peng. Mr Peng is the owner and controller of Golden Nice International Group
Limited, which holds a 24.55% interest in the issued share capital of the
Company. Given Mr Peng’s holding in the Company, the issue of the CLNs to
SPC is a related party transaction for the purposes of Rule 7.3 of the
Disclosure Guidance and Transparency Rules.
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 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.
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 Ziwei
Peng.
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 UK Limited 12,500,000
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, RPG Crouch Chapman LLP ('RPGCC') are now in their third annual
cycle and it has been a pleasure working with them. In addition, as announced
on 1 August 2024, the Company appointed Mr Michael Bennett as Company
Secretary and changed its registered office to 7th Floor, The Broadgate Tower,
20 Primrose Street, London, EC2A 2EW.
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.
.............................
Xin (Andy) Sui
Chief Executive Officer
Date: 27 February 2025
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 meetings - 2 2 -
Remuneration Committee meetings (included as part of the board meetings) N/A N/A N/A N/A
* Feng Chen was appointed a director on 1 June 2024.
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 UK Corporate Governance Code
published by the Financial Reporting Council. Nevertheless, the Directors are
committed to maintaining high standards of corporate governance and, so far as
is practicable given the Group’s size and nature, adopts and complies with
the QCA Corporate Governance Code 2023 ('QCA Code') on a comply or explain
basis. A copy of the QCA Code is publicly available at
https://www.theqca.com.
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
Principle 1. Establish a purpose, strategy and business model which promotes long-term value for shareholders. 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 skills that is has and where necessary bring in 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.
Principle 2. Promote a corporate culture that is based on ethical values and behaviours. 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 policies in place covering key matters such as ethical conduct; 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.
Principle 3. Seek to understand and meet shareholder needs and expectations. 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 presentations, the release of the
annual and interim results, 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.
Principle 4. Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success. 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 products, raw
materials and services and develops strong relationships with these suppliers.The Company works closely with relevant regulatory 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.
Principle 5. Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation. 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
* monthly variances to budget and prior year. Forecasts for the current financial year are 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.
Principle 6. Establish and maintain the board as a well-functioning, balanced team led by the chair. 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 Governance Code 2018. Further details on the Board of Directors 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.
Principle 7. Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation. 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 Director.Audit
Committee: The Audit Committee is responsible for ensuring the financial integrity of the Group through the regular 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.
Principle 8. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement. The Company has an annual performance evaluation for the Board, its committees and individual Directors. The Board and its committees are satisfied that they are operating effectively.Performance evaluations are conducted annually and the method for such reviews continue to be reviewed by the Board to optimise the process.
Principle 9. Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture. 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
long-term goals. Over and above pure financial goals Board and management are remunerated 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.
Principle 10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders. 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 also available to shareholders,
investors and the public on the Company’s corporate website.Historical annual reports 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 31 October 2024, being the reporting date, the Company had only four
Board members of which all were men and two had an ethnic origin other than
white British. As such the Company has not met the targets specified under the
Listing Rules of having women make up 40 per cent of the Board or having a
woman in at least one of the following senior positions on its Board: (A) the
chair; (B) the Chief Executive; (C) the senior independent director; and (D)
the chief financial officer. However, the Company does have two Board members
from an Asian background meaning that it does meet the target of having at
least one Board member from a minority ethnic background.
The Company has not met the diversity expectation of an Equity Shares
(Transition) listed company on the London Stock Exchange. This is because the
Board doesn't comprise of any women. The Board currently views its size as
adequate for the needs of the Company. As the Company's needs grow the Board
will also grow which will provide the ability to create a diverse team of
Directors.
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 31 October 2024
Number of Board members % of the Board Number of senior positions Number of executive management % of executive management
Men 4 100% - 2 100%
Women - - - - -
4 100% - 2 100%
Company as at 31 October 2024
Number of Board members % of the Board Number of senior positions Number of executive management % of executive management
Men 4 100% - 1 100%
Women - - - - -
4 100% - 1 100%
Ethnic background
Group as at 31 October 2024
Number of Board members % of the Board Number of senior positions Number of executive management % of executive management
White/British 2 50% - - -
Asian 2 50% 1 1 100%
4 100% 1 1 100%
Company as at 31 October 2024
Number of Board members % of the Board Number of senior positions Number of executive management % of executive management
White/British 2 50% - - -
Asian 2 50% 1 - 100%
4 100% 1 - 100%
Task Force on Climate-related Financial Disclosures (TCFD)
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
Describe the board’s oversight of climate-related risks and opportunities. The Board actively recognises the significance of climate-related risks and opportunities. While the Company does not have a dedicated climate risk committee at present, the Board is mindful that as the business grows there will be need to evaluate how to incorporate the evaluation of climate related risks and opportunities practically and effectively within the Company.
Describe management’s role in assessing and managing climate-related risks and opportunities. The Directors and management are aware that there will be a need to find ways to evaluate climate-related matters within both the management‘s operational procedures and the broader governance structure, including potential sub-committees and reporting mechanisms.
Strategy
Describe the climate-related risks and opportunities the organisation has identified over the short, medium, and long term. In the short term, the Company's operations present a low direct climate-related risks. Potential expansion may have an impact and as and when, the Board will actively identify opportunities to minimise the carbon footprint and enhance its positive impact on environmental sustainability.
Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy, and financial planning. The present operational model intrinsically curtails its environmental impact however the subsidiary is actively endeavouring to reduce its impact and environmental costs.
Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario. The strategy is resilient based on the nature of the current operations. In addition, the Board is committed to reviewing and refining its strategy in light of evolving climate-related insights as it becomes appropriate to do so.
Risk management
Describe the organisation’s processes for identifying and assessing climate-related risks. The Company has a careful risk management process. This involves a continuous process of identifying, assessing, responding to, and monitoring risks, including those related to climate. While climate change is not a principal risk our comprehensive approach ensures that we remain vigilant to emerging climate trends and their potential implications.
Describe the organisation’s processes for managing climate-related risks. Risks are identified and ranked considering both their likelihood and potential impact. Risks that are above an expectable threshold are given special attention. For such risks, mitigation strategies are developed, action plans are drawn up, and responsibilities are assigned for their implementation.
Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall risk management. The Board consistently reviews key risks, ensuring a comprehensive approach that addresses both traditional and climate-related challenges. The Company will adapt its strategies to emerging climate insights, prioritising sustainability and resilience.
Metrics & targets
Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process. Given our limited carbon intensive operational model, and our propensity to outsource many functions, our direct environmental impact is inherently limited. We monitor our operations to ensure alignment with best practices in sustainability.
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks. 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 supply chain also prioritises environmental sustainability. While we
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.
Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets. The Company intends to define clear targets for further reductions when it becomes appropriate to do so. We will regularly review and report our performance against these targets in 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, The Broadgate Tower, 20 Primrose
Street, London EC2A 2EW, accept responsibility for the information contained
in this annual report and accounts for the year ended 31 October 2024.
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.
Everest Global Plc acknowledges that it is responsible for all information
drawn up and made public in this report and accounts for the period ended 31
October 2024.
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 31 October 2024 is set out in
the table below. None of the Directors receive share options, long term
incentives, bonus schemes or the like as part of their remuneration packages.
Some Directors receive monthly fees as invoiced for consultancy work as agreed
between the Directors and the Remuneration Committee. There are contracts for
the Directors.
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 31 October 2024
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 31 October 2024, the Directors of the Company held the following shares:
Director 2024 2023
Shareholdings Percentage ofcompany's OrdinaryShare capital * Shareholdings Percentage ofcompany's OrdinaryShare 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 31
October 2024 – 77,388,855
** Total number of Ordinary Shares in issue on 31
October 2023 - 64,888,855
*** Shares held in Vidacos Nominees Ltd as
nominee
Xin (Andy) Sui and Simon Grant-Rennick do not have any shares in the Company.
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 31 October 2024.
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 June 2024 when Mr Feng joined the
Board), with only one of those members being an independent Non-Executive
Director. The committee encompasses the monitoring of risks posed to the Group
on an ongoing basis, has responsibility for, among other things, the
monitoring of the financial integrity of the Group’s financial statements
and the involvement of its auditors in that process. It focuses in particular
on compliance with accounting policies and ensuring that an effective system
of internal financial controls is maintained. The ultimate responsibility for
reviewing and approving the annual report and accounts and the half-yearly
reports remains with the Board.
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.
.............................
Simon Grant-Rennick
Chair of the Audit Committee
Date: 27 February 2025
Directors' report
The Directors have the pleasure of submitting their report and the audited
financial statements for the year ended 31 October 2024.
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.
Principal Group activities, business review and results
The principal activity of the Group in the reporting year was the retail sale
of alcohol and beverages to consumers in the greater London area. The business
review and results can be found on page 7 of the annual report.
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 United Kingdom. Under company law
the Directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the Company and the Group and
of the profit or loss of the Company and the Group for that year. In preparing
these financial statements, the Directors are required to:
* 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 UK
Details of all branches outside the UK can be found on page 105.
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 Africa. Following the
acquisition of Precious Link (UK) Limited and the sale of Dynamic Intertrade
(Pty) Ltd, the Directors intend to use their collective experience to identify
appropriate investment opportunities in the wider food and beverage industry
with a focus on the beverage distribution and production sector in the UK and
the rest of Europe.
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-UK political
party during the current year or previous financial period.
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 31 October 2024. A full list of
these positions can be found on page 106.
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.
.............................
Xin (Andy) Sui
On behalf of the board
Date: 27 February 2025
Financial statements
Independent auditor's report (continued)
To the members of Everest Global Plc
Opinion
We have audited the financial statements of Everest Global Plc (the
‘Company’) and its subsidiaries (the ‘Group’) for the year ended 31
October 2024 which comprise the Group and Company statements of comprehensive
income, statements of changes in equity, statements of financial position,
statements of cash flows and notes to the financial statements, and notes to
the financial statements, including a summary of significant accounting
policies. The financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting Standards
as adopted in the United Kingdom (IFRS).
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
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report. We are independent of
the group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our qualified opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Our evaluation of the directors’ assessment of the 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 Link (UK) Limited (“PL”) and 33% of Ace Jumbo Ventures Ltd (“AJV”).Management have consolidated PL from the date of acquisition and have reflected their investment in AJV as an Our work included: * Review acquisition calculations and workings for Precious Link, Everest Capital London Limited and Ace Jumbo Ventures Limited;
associate.Accounting for business combinations in accordance with IFRS3 involves the use of judgements and estimates. Given the subjectivity and number of estimates involved in any such assessment, we consider the application of acquisition accounting to * Discussing with management the assumptions used and obtaining support for key assumptions;
be a key audit matter. * Confirming the consistency of the accounting and related disclosures with IFRS; and
* Review of SPA and verification of cost of acquisition.
Disposal of Dynamic Intertrade Pty LtdDuring the year, the Group disposed of its 51% share of DI, which resulted in de-recognition of the net liabilities of DI.The results of DI are required to be consolidated up to the date on which the Group ceased to Our work included: * Review documentation confirming the exercise of the option for K2 Spice to acquire the remaining 51% of DI;
exert control over DI. Moreover, IFRS 5 requires that results from discontinued operations be disclosed separately from those attributable to continuing operations.Given the subjectivity and number of estimates involved in any such assessment, we consider * Reviewing the allocation of discontinued results between that attributable to the shareholders of the Company and Non-controlling interests; and
the presentation and disclosure of the DI disposal to be a key audit matter. * Confirming the consistency of the accounting and related disclosures with IFRS.
Carrying value of goodwillFollowing the acquisition of PL, the Group has recognised goodwill of £879k.Under IFRS, management is required to perform an annual impairment test for goodwill and assess other intangible assets for indicators of impairment. The Our work included: * Evaluating the Group’s impairment assessment methodology and comparing it with IFRS requirements;
impairment assessment involves significant management judgment and estimation, particularly regarding cash flow projections, discount rates, and growth assumptions.Given the subjectivity and number of estimates involved in any such assessment, we consider * Assessing the reasonableness of key assumptions such as revenue growth rates, discount rates, and terminal values by comparing them to market data and historical performance;
the impairment of acquisition to be a key audit matter. * Performing sensitivity analysis to assess the impact of reasonable changes in assumptions on the impairment outcome; and
* Evaluating the adequacy of disclosures in the financial statements in accordance with IFRS, including key assumptions and sensitivities.
Revenue recognition Revenue recognition is a presumed risk of fraud under International Auditing Standards.Given the subjectivity of estimates involved, we consider the carrying value of property to be a key audit matter. Our work included: * Reviewing accounting policies adopted and ensuring these are in accordance with IFRS;
* Confirming revenue has been recognised in accordance with 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 (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below:
* We obtained an understanding of the 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 Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Auditor's Report.
Other matters that we are required to address
We were appointed on 12 April 2023 and this is the third year of our
engagement as auditors for the Group.
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 Financial Reporting Council.
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 Auditor)For and on behalf of RPG Crouch Chapman LLP Chartered AccountantsStatutory Auditors40 Gracechurch StreetLondon
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 continuing operations (629,780) (879,899) (639,025) (879,899)
Profit/(loss) from discontinued operations 4 4,755,269 (7,139) - -
Tax on profit/(loss) on ordinary activities 12 - - - -
Profit/(loss) for the year from all operations 4,125,489 (887,038) (639,025) (879,899)
Profit/(loss) attributable to ordinary shareholders 1,795,408 (862,340) - -
Profit/(loss) attributable to non-controlling interests 2,330,081 (24,698) - -
Total comprehensive profit/(loss) attributable to ordinary shareholders 4,125,489 (887,038) - -
Basic earnings per share - in pence 13 2.48 (1.71)
Diluted earnings per share - in pence 13 1.44 (1.71)
Statement of financial positionAs at 31 October 2024
Group Company
2024 2023 2024 2023
Notes £ £ £ £
Assets
Non-current assets
Investment in associate 15 16,465 - 16,465 -
Investment in subsidiaries 15 - - 515,804 -
Goodwill 14 879,127 - - -
Property, plant & equipment 16 - 25,771 - -
Right of use asset 27 42,357 156,129 - -
Total non-current assets 937,949 181,900 532,269 -
Current assets
Inventories 17 39,253 329,408 - -
Trade & other receivables 18 2,877,033 573,386 3,248,960 258,319
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 reserve 22 464,734 464,734 464,734 464,734
Equity portion of convertible loan notes 24 79,531 37,713 79,531 37,713
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 interest 23 - (2,330,081) - -
Total equity 96,372 (4,570,935) 87,125 184,332
Non-current liabilities
Non-current lease liabilities 27 34,869 78,722 - -
Borrowings 26 7,283 4,713,566 - -
Convertible loan notes 25 3,001,564 491,071 3,001,564 491,071
Total non-current liabilities 3,043,716 5,283,359 3,001,564 491,071
Current liabilities
Current lease liabilities 27 16,826 108,266 - -
Borrowings 26 6,678 - - -
Convertible loan notes 25 568,555 - 568,555 -
Trade and other payables 20 401,813 1,122,028 183,695 348,730
Total current liabilities 993,872 1,230,294 752,250 348,730
Total equity and liabilities 4,133,960 1,942,718 3,840,939 1,024,133
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 2025 by the board of directors and were signed on its behalf by:Company Registration No. 07913053 .............................Xin (Andy) SuiDirector
Group statement of changes in equity For the year ended 31 October 2024
Share Share Premium Share based payment reserve Equity portion of convertible loan notes Retained earnings Total owner's equity Non-controlling interest Total equity
capital
£ £ £ £ £ £ £ £
Balance at 31 October 2022 923,258 3,040,115 302,176 42,539 (6,681,706) (2,373,618) (2,305,383) (4,679,001)
Shares issued 254,520 445,410 - - - 699,930 - 699,930
Shares issued on conversion of convertible loan notes 120,000 180,000 - - - 300,000 - 300,000
Extension date of conversion of the convertible loan notes - - - (4,826) - (4,826) - (4,826)
Warrants issued during the year - (162,558) 162,558 - - - - -
Loss for the year - - - - (862,340) (862,340) (24,698) (887,038)
Balance at 31 October 2023 1,297,778 3,502,967 464,734 37,713 (7,544,046) (2,240,854) (2,330,081) (4,570,935)
Shares issued 250,000 250,000 - - - 500,000 - 500,000
New convertible loan notes issued - - - 41,818 - 41,818 - 41,818
Profit from discontinued operations - - - - 2,425,188 2,425,188 2,330,081 4,755,269
Loss for the year from continued operations - - - - (629,780) (629,780) - (629,780)
Balance at 31 October 2024 1,547,778 3,752,967 464,734 79,531 (5,748,638) 96,372 - 96,372
Company statement of changes in equity For the year ended 31 October 2024
Share Share Premium Share based payment reserve Equity portion of convertible loan notes Retained earnings Total
capital equity
£ £ £ £ £ £
Balance at 31 October 2022 923,258 3,040,115 302,176 42,539 (4,238,961) 69,127
Shares issued 254,520 445,410 - - - 699,930
Shares issued on conversion of convertible loan notes 120,000 180,000 - - - 300,000
Extension date of conversion of the convertible loan notes - - - (4,826) - (4,826)
Warrants issued during the year - (162,558) 162,558 - - -
Loss for the year - - - - (879,899) (879,899)
Balance at 31 October 2023 1,297,778 3,502,967 464,734 37,713 (5,118,860) 184,332
Shares issued as part of PL purchase 250,000 250,000 - - - 500,000
New convertible loan notes issued - - - 41,818 - 41,818
Loss for the year - - - - (639,025) (639,025)
Balance at 31 October 2024 1,547,778 3,752,967 464,734 79,531 (5,757,885) 87,125
Statement of cash flowsFor the year ended 31 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 of PPE 5 - - - -
Foreign exchange loss - - - -
Finance costs 10 3,552 (75,975) - -
Interest received 11 - 6,959 - -
Profit on disposal of investment 5 - (9,231) - (9,231)
Discontinued operations 49,578 158,025 - -
Changes in working capital
(Increase)/decrease in inventories 17 (39,253) - - -
Decrease/(increase) in receivables 18 13,529 (40,141) 8,485 (40,141)
(Decrease)/increase in payables 20 (98,291) 188,141 (164,387) 188,141
Net cashflow from operating activities (726,373) (583,105) (736,393) (672,114)
Investing activities
Acquisition of PPE 15 - - - -
Foreign exchange movements 15 - - - -
Purchase of subsidiaries (196,966) - (700,640) -
Purchase of associate (16,465) - (16,465) -
Profit on sale of associate - 9,231 - 9,231
Sale of associate - 6,154 - 6,154
Increase in intercompany loans - - (2,752,400) -
Loans receivable 18 (2,630,324) (200,000) - (200,000)
Net cashflow from investing activities (2,843,755) (184,615) (3,469,505) (184,615)
Financing activities
Net proceeds from issue of shares 21 - 699,930 500,000 699,930
Convertible loan notes issued 3,000,000 - 3,000,000 -
Increase/(decrease) in borrowings 26 13,961 - - -
Foreign exchange movements - - - -
Capital repayments of lease liability 27 (21,996) - - -
Net cashflow from financing activities 2,991,965 699,930 3,500,000 699,930
Net cashflow for the year (578,163) (67,790) (705,898) (156,799)
Opening cash and cash equivalents 19 858,024 925,814 765,814 922,613
Foreign exchange movements 28 (136) - (206) -
Closing cash and cash equivalents 19 279,725 858,024 59,710 765,814
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
1. General information
Everest Global Plc is a company incorporated in the United Kingdom. Details of
the registered office, the officers and advisers to the Company are presented
on the directors and professional advisers page at the back of this report
(page 104). The Company is admitted to the Official List (by way of a Standard
Listing under Chapter 14 of the Listing Rules) (subsequent to the year end the
Company is admitted to the equity Shares (transition) category of the Official
List) and to trading on the London Stock Exchange's Main Market for listed
securities. The information within these financial statements and accompanying
notes has been prepared for the year ended 31 October 2024 with comparatives
for the year ended 31 October 2023.
1. Basis of preparation and significant accounting policies
The consolidated financial statements of Everest Global Plc have been prepared
in accordance with International Financial Reporting Standards as adopted by
the United Kingdom (IFRS as adopted by the UK), IFRS Interpretations Committee
and the Companies Act 2006 applicable to companies reporting under IFRS.
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 31 October 2024 the Group held £279,725 (2023: 858,024) in cash and
cash equivalents.
The Group acquired PL and disposed of DI during the year. Furthermore, the
Group continues to seek further investment opportunities to develop its UK and
European-focused food and beverage operations. It will be necessary to raise
further funding to achieve these objectives. The Company has the ability to
issue up to £50 million CLNs, of which the Company has issued £3 million of
CLNs this financial year.
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 28 February 2026 from current cash and debtor positions and
have prepared the consolidated financial statements on the going concern
basis.
1. New and amended standards adopted by the Company
The Group has implemented IFRS as adopted by the UK. At the point of
transition from IFRS as adopted by the EU the underlying requirements were
identical. The following standards, amendments and interpretations are new and
effective for the year ended 31 October 2024 and have been adopted. None of
the IFRS standards below had a material impact on the financial statements.
IAS 1 Presentation of Financial Statements Clarifies that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by 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. 1 January 2023
IAS 1 & IAS 8 'Presentation of FinancialStatements' and 'Accounting policies, changes in accounting estimatesand errors' Amendments to improve accounting policy disclosures and to help users of the financial statements to distinguish between changes in accounting estimates and changes in accounting policies. 1 January 2023
IAS 12 Deferred taxation These amendments require companies to recognise deferred tax on transactions that, on initial recognition give rise to equal amounts of taxable and deductible temporary differences. 1 January 2023
The following new standards, amendments to standards and interpretations have
been issued, but are not effective for the financial year beginning 1 November
2023 and have not been early adopted:
IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information IFRS S1 sets out overall requirements for sustainability-related financial disclosures with the 1 January 2024
objective to require an entity to disclose information about its sustainability-related risks 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 Climate-related Disclosures IFRS S2 sets out the requirements for identifying, measuring and disclosing information about climate-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decisions relating to providing resources to the entity 1 January 2024
IFRS 18 Presentation and Disclosures in Financial Statements IFRS 18 includes requirements for all entities applying IFRS for the presentation and disclosure of information in financial statements. 1 January 2027
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.
Goodwill
Goodwill is measured as the excess of the sum of the consideration
transferred, the amount of any non-controlling interests in the acquiree, and
the fair value of the acquirer's previously held equity interest in the
acquiree (if any) over the net of the acquisition-date amounts of the
identifiable assets acquired and the liabilities assumed.
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.
Type of product/ service Nature and timing of satisfaction of performance obligations, including significant payment terms Revenue recognition under IFRS 15
Sale of goods Customers obtain control of the goods when the goods have been delivered to them and have been accepted at their premises or the Revenue is recognised when the goods are delivered and have been accepted by the customers at their premises or the agreed point of delivery.
agreed point of delivery. Invoices are generated at that point in time net of rebates and discounts. Invoices are generally
payable within 30 days. No settlement discounts are provided for. The sale of the goods are not subject to a return policy.
Interest revenue Interest income is recognised in the income statement for all interest-bearing instruments (whether classified as held-to Once a financial asset has been written down to its estimated recoverable amount, interest income is thereafter recognised based on the effective interest rate that was used to discount the future cash flows for the purpose of measuring the recoverable amount.
-maturity, FVTOCI, FVTPL, derivatives or other assets) on an accrual basis using the effective interest method based on the
actual purchase price including direct transaction costs.
1. 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.
1. 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 Group of Pound Sterling at
the rate of exchange prevailing at the end of the reporting year, and their
income and expenses are translated at the average exchange rates for the year,
unless exchange rates fluctuate significantly during that year, in which case,
the exchange rates prevailing at the dates of transactions are used. Exchange
differences arising, if any, are recognised in other comprehensive income and
accumulated in equity.
The principal exchange rates during the year are set out in the table below:
Rate compared to £ (GBP)
Foreign currency For the year ending 31 October 2024 For the year ending 31 October 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 expenses (777,661) (93,439) (871,100) (820,114) (611,996) (1,432,110)
Operating result (669,607) 8,447 (661,160) (810,883) 88,981 (721,902)
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 before tax (629,780) 4,755,269 4,125,489 (879,899) (7,139) (887,038)
Taxation - - - - - -
(Loss)/profit after tax (629,780) 4,755,269 4,125,489 (879,899) (7,139) (887,038)
Attributable to non-controlling interest - (2,330,081) (2,330,081) - 24,698 24,698
Attributable to ordinary shareholders (629,780) 2,425,188 1,795,408 (879,899) 17,559 (862,340)
1. Other income
Group Company
For the year ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Bad debts recovered - 3,212 - -
Profit on disposal of property, plant and equipment - 10,130 - -
Profit on disposal of investment - 9,231 - 9,231
- 22,573 - 9,231
1. Personnel expenses and staff numbers
Group Company
For the year ended For the year ended For the year ended For the year 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 & administrative 2 3 1 -
Sales 5 1 - -
Manufacturing/warehouse - 11 - -
Total 12 24 5 3
Group Company
For the year ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
The aggregate payroll costs for these persons were: 277,830 332,440 160,023 123,260
Average ratio of executive pay verses average employee pay: 2.07 3.54
Average directors 35,360 41,087
Average of all employees 34,729 13,852
Average of non-director employees 17,049 11,621
1. Directors’ remuneration
Group Company
For the year ended For the year ended For the year ended For the year 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 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
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 ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Auditors remuneration for audit service: parent 78,000 55,000 78,000 55,000
Auditors remuneration for audit service: related services - - - -
(Over)/under-provision of prior year audit fee (368) 5,000 (368) 5,000
Auditors remuneration for audit service: subsidiary 10,000 6,539 10,000 6,539
Brokership fees 31,626 17,527 31,626 17,527
Legal & professional fees 174,488 249,317 167,598 249,317
Registrar fees 6,096 3,850 6,094 3,850
Depreciation on IFRS 16 right of use asset (note 27) 14,119 - - -
Gain/loss on exchange 136 478 206 478
Personnel expenses (note 6) 277,830 48,068 160,023 48,068
Other administrative expenses 185,734 69,767 130,145 69,767
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 31 October 2023, admission costs included £100,000 payable
to RPGCC with respect to their engagement as reporting accountant.
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 ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Interest paid on borrowings (3,552) 95,771 - -
Interest accrued on convertible loan notes 120,865 75,975 120,865 75,975
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 ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Interest earned on loans receivable 65,419 6,959 - 6,959
Other fees received as part of loan setup 98,420 - - -
Interest earned on intercompany loan receivable - - 62,331 -
Interest earned on favourable bank balances - 17,586 - -
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 ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Tax charge - - - -
Factors affecting the tax charge
Profit/(loss) on ordinary activities before taxation 1,866,188 (887,038) (639,025) (879,899)
Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 25% (2023: 19%) 466,547 (168,537) (121,415) (167,181)
Tax effect of expenses not deductible for tax 1,848 2,852 - 14,751
Sale of subsidiary (468,395) - - -
Overseas tax rate difference from UK rate - 27% (2023: 27%) - 13,255 - -
Tax effect of utilisation of tax losses - 152,430 121,415 152,430
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 UK government changed the corporate tax with effect from 1 April 2023.
This change meant there was a sliding scale between 19% and 25%, depending on
your profits. We have applied the rate of 25%, which is applicable for
business with profits more than £250,000 as it is the expectation that
profits would exceed this in the future.
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 outstanding 124,840,645 50,488,839
Diluted profit/(loss) per share 0.0144 (0.0171)
As at 31 October 2024 there were 72,368,363 (2023: 64,888,855) shares in
issue, 52,472,282 (2023: 63,089,171) outstanding share warrants and nil (2023:
nil) outstanding options, both are potentially dilutive.
1. Goodwill
Group £
As at 31 October 2023 -
Additions 879,127
As at 31 October 2024 879,127
Goodwill arose on the acquisition of Precious Link (UK) Limited. Goodwill has
been calculated as the difference between the purchase price paid by the
Company and the net identifiable assets of PL. The fair value of purchase
price was £500,000, which was calculated using the forward price-earnings
ratio of PL’s estimated future profits at the time of acquisition. Of this
amount, £184,836 was allocated to the acquisition of the shareholder’s loan
to PL. The net liabilities of PL at acquisition amounted to £563,963, which
included no value for the shop fittings or brand of PL. While the Company
noted that some value would ascribe to the fittings and brand of PL, the
directors determined that any fair value adjustments on acquisition would not
result in a material adjustment to goodwill. Accordingly, the goodwill on
acquisition amounted to £879,127. The Directors have assessed the carrying
value of goodwill on the basis of value in use and have determined, that there
is no impairment in the year ending 31 October 2024.
1. Investments
Group Company
For the year ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Investment in subsidiary
Cost of investment - - 515,804 297,915
Impairment of investment - - - (297,915)
Carrying value - - 515,804 -
Group Company
For the year ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Investment in associate
Cost of investment 16,465 - 16,465 -
Impairment of investment - - - -
Carrying value 16,465 - 16,465 -
As at 31 October 2024, the Company directly and indirectly held the following
investments:
Name of company Principal activities Country of incorporation and place of business Proportion of equity interest 2024 Proportion of equity interest 2023
Dynamic Intertrade (Pty) Limited Trading inAgricultural products South Africa - 51%
Precious Link (UK) Ltd Retail sales of alcoholic beverages United Kingdom 100.00% -
Everest (Hong Kong) Securities Limited Type 4 and 9 licence holders Hong Kong 100.00% -
Everest Capital London Ltd Treasury United Kingdom 100.00% -
Ace Jumbo Ventures Ltd Intermediary holding company Republic ofSeychelles 33.33% -
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 improvements Furniture, fixtures and fittings Plant & machinery Total
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 difference (1,410) (299) (18,278) (19,987)
As at 31 October 2023 18,142 4,985 252,078 275,205
Additions - - - -
Purchase of subsidiary - 1,209 - 1,209
Disposal of subsidiary (18,142) (4,985) (252,078) (275,205)
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 disposal - - (24,685) (24,685)
Exchange difference (1,410) (308) 3,128 1,410
As at 31 October 2023 18,140 4,023 227,271 249,434
Charge in the year - 23 1,270 1,293
Purchase of subsidiary - 1,209 - 1,209
Disposal of subsidiary (18,140) (4,046) (228,541) (250,727)
Exchange difference - - - -
As at 31 October 2024 - 1,209 - 1,209
Net book value
As at 31 October 2023 2 962 24,807 25,771
As at 31 October 2024 - - - -
The Company held no tangible fixed assets at 31 October 2024 or 31 October
2023.
1. Inventories
Group Company
For the year ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Raw materials - 329,408 - -
Alcoholic beverages 39,253 - - -
Other - - - -
39,253 329,408 - -
The Group's previous 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 secured by a lien over the inventory and a cession
of the debtors balances. Following the disposal of DI, the security of the
inventory has now been satisfied and is no longer in place.
1. Trade & other receivables
Group Company
For the year ended For the year ended For the year ended For the year 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 undertakings - - 2,952,400 -
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 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 secured by a lien over the inventory and a cession of the
debtors balances.
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 31 October 2024,
as all trade receivables generated during the financial year, and outstanding
at 31 October 2024 are considered to be recoverable during the ordinary course
of business.
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 ended For the year ended For the year ended For the year 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 ended For the year ended For the year ended For the year 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 payables 154,376 - 33,956 -
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 ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Giga Treasure Ltd 16,172 - 15,825 -
Ace Jumbo Ventures Ltd 14,161 - - -
Golden Nice Capital Ltd 22,279 - - -
Precious Link (UK) Ltd - - 7,729 -
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 2022 46,162,855 923,258 3,040,115 3,963,373
Share issue 24 January 2023 12,726,000 254,520 445,410 699,930
Share issue on conversion of CLNs 25 January 2023 6,000,000 120,000 180,000 300,000
Warrants issued during the year - - (162,558) (162,558)
Balance at 31 October 2023 64,888,855 1,297,778 3,502,967 4,800,745
Share issue 27 March 2024 12,500,000 250,000 250,000 500,000
Balance at 31 October 2024 77,388,855 1,547,778 3,752,967 5,300,745
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 31 October
2024 (2023: 63,089,171).
Date of grant As at 1 November 2023 Expired/ exercised/ vested/ issued As at 31 October 2024 Exerciseprice Exercise/ vesting date
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 23 March 2021, with an exercise
price of 5.0p per Ordinary Share. The redemption date for these CLNs is 31
March 2025. These warrants will only be issued once the CLNs are converted
into shares.
Warrants were attached to the subscription shares issued on 24 July 2020 a
1-for-1 basis, with an exercise price of 5.0p per ordinary share and expire 12
months from allotment of the subscription shares. Further warrants were
attached to any new ordinary shares that are issued as a result of conversion
of any loan notes, on a 1-for-1 basis on the same terms as the subscription
warrants.
Warrants were attached to the subscription shares issued on 14 September 2018
a 1-for-1 basis, with an exercise price of 20.0p per ordinary share and expire
12 months from allotment of the subscription shares. Further warrants were
attached to any new ordinary shares that are issued as a result of conversion
of any loan notes, on a 1-for-1 basis on the same terms as the subscription
warrants. A maximum of 20,450,222 new ordinary shares could potentially be
issued in the event that all subscription warrants and loan note warrants are
exercised.
On 3 October 2022 an investor subscribed for 13,000,000 new ordinary shares in
the Company at a price of 5p per share, representing a capital injection of
£650,000 (gross and net) into the Company. The new ordinary shares were
accompanied by 1 for 1 warrants at 5p in the Company's ordinary shares,
equating to 13,000,000 warrants exercisable at any time before 31 December
2024.
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 year UK Government Gilts) 3.28%
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 disposal of remaining 51% interest 2,259,301 -
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 ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Equity portion of convertible loan notes issued during the year 79,531 37,713 79,531 37,713
Carrying value 79,531 37,713 79,531 37,713
1. Convertible loan notes
Group Company
For the year ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Convertible loan notes 3,570,119 491,071 3,570,119 491,071
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 ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Liability component at the beginning of the financial year 491,071 710,274 491,071 710,274
Conversion of CLNs to shares on 24 January 2023 (300,000) (300,000)
Issuance of new CLNs 3,000,000 - 3,000,000 -
Equity portion on extension of conversion date 4,826 4,826
Accumulated amortisation of interest expense 120,865 75,971 120,865 75,971
Accumulated payments of interest (41,817) - (41,817) -
Liability component at the end of the financial year 3,570,119 491,071 3,570,119 491,071
Current portion included in current liabilities 568,555 - 568,555 -
Long term portion included in long term liabilities 3,001,564 491,071 3,001,564 491,071
Liability component at the end of the financial year 3,570,119 491,071 3,570,119 491,071
1. Borrowings
Group Company
For the year ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Euro 2 Afrisko Ltd - inventory financing - 291,744 - -
Bank loans 13,961 - - -
Working Capital Partners Pty Ltd - accounts receivable financing - 71,267 - -
Loan from K2 Spice Ltd - 4,355,369 - -
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 ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Operating lease commitments disclosed as at 31 October 186,988 266,555 - -
Disposal of DI (175,033) - - -
Purchase of PL 66,992
Interest payments 8,869 17,935 - -
Lease payments (36,069) (89,704) - -
Exchange difference (52) (7,798) - -
Lease liability recognised in the statement of financial position 51,695 186,988 - -
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 ended For the year ended For the year ended For the year 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 ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Cash and cash equivalents 279,725 858,024 59,710 765,814
Borrowings (13,961) (4,350,555) - -
Convertible loan notes (3,570,119) (491,071) (3,570,119) (491,071)
Right of use lease liability (51,695) (186,988) - -
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 cash equivalents Borrowings Convertible loan notes Right of use lease liability Total debt Net debt
£ £ £ £ £ £
As at 31 October 2022 925,814 (4,732,492) (710,274) (266,555) (5,709,321) (4,783,507)
Cashflows (67,790) 381,937 219,203 85,907 687,047 619,257
Foreign exchange adjustments - - - 8,423 8,423 8,423
As at 31 October 2023 858,024 (4,350,555) (491,071) (172,225) (5,013,851) (4,155,827)
Cashflows (578,163) 4,336,594 (3,079,048) 120,530 1,378,076 799,913
Foreign exchange adjustments (136) - - - - (136)
As at 31 October 2024 279,725 (13,961) (3,570,119) (51,695) (3,635,775) (3,356,050)
Net debt reconciliation for the Company:
Cash and cash equivalents Borrowings Convertible loan notes Right of use lease liability Total debt Net debt
£ £ £ £ £ £
As at 31 October 2022 922,613 - (710,274) - (710,274) 212,339
Cashflows (156,799) - 219,203 - 219,203 62,404
As at 31 October 2023 765,814 - (491,071) - (491,071) 274,743
Cashflows (705,898) - (3,079,048) - (3,079,048) (3,784,946)
Foreign exchange adjustments (206) - - - - (206)
As at 31 October 2024 59,710 - (3,570,119) (3,570,119) (3,510,409)
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 - equity instruments Financial assets at amortised cost Other financial liabilities Total Level 1 Level 2 Level 3 Total
£ £ £ £ £ £ £ £
Financial assets measured at fair value through OCI
Investment in associate 16,465 - - 16,465 - - 16,465 16,465
16,465 - - 16,465
Financial assets measured at fair value through P&L
Loan receivable - 2,830,324 - 2,830,324
Cash and cash equivalents - 279,725 - 279,725
- 3,110,049 - 3,110,049
Financial liabilities measured at fair value through P&L
Lease liability - - (51,695) -
Unsecured borrowings - - (13,961) -
Convertible loan notes - - (3,570,119) -
Trade and other payables - - (401,813) -
- - (4,037,588) -
Group as at 31 October 2023
Carrying value Fair value
FVTOCI - equity instruments Financial assets at amortised cost Other financial liabilities Total Level 1 Level 2 Level 3 Total
£ £ £ £ £ £ £ £
Financial assets measured at fair value through P&L
Loan receivable - 200,000 - 200,000
Cash and cash equivalents - 858,024 - 858,024
- 1,058,024 - 1,058,024
Financial liabilities measured at fair value through P&L
Lease liability - - (186,988) (186,988)
Unsecured borrowings - - (4,350,555) (4,350,555)
Convertible loan notes - - (491,071) (491,071)
Trade and other payables - - (363,011) (363,011)
- - (5,391,625) (5,391,625)
Company as at 31 October 2024
Carrying value Fair value
FVTOCI - equity instruments Financial assets at amortised cost Other financial liabilities Total Level 1 Level 2 Level 3 Total
£ £ £ £ £ £ £ £
Financial assets measured at fair value through OCI
Investment in associate 16,465 - - 16,465 - - 16,465 16,465
16,465 - - 16,465
Financial assets measured at fair value through P&L
Cash and cash equivalents - 59,710 - 59,710
- 59,710 - 59,710
Financial liabilities measured at fair value through P&L
Convertible loan notes - - (3,570,119) (3,570,119)
Trade and other payables - - (183,695) (183,695)
- - (3,753,814) (3,753,814)
Company as at 31 October 2023
Carrying value Fair value
FVTOCI - equity instruments Financial assets at amortised cost Other financial liabilities Total Level 1 Level 2 Level 3 Total
£ £ £ £ £ £ £ £
Financial assets measured at fair value through P&L
Loans receivable - 200,000 - 200,000
Cash and cash equivalents - 765,814 - 765,814
- 965,814 - 965,814
Financial liabilities measured at fair value through P&L
Convertible loan notes - - (491,071) (491,071)
Trade and other payables - - (348,730) (348,730)
- - (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
Type Valuation technique Significant unobservable inputs Inter-relationship between significant unobservable inputs and fair value measurement
Investment in associate The value of the investment is adjusted annually based upon the group's share of the associate profit or loss. None None
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.
As at 31 October the exposure to credit risk for trade receivables by geographic region was as follows: Group Company
2024 2023 2024 2023
£ £ £ £
South Africa - 282,671 - -
United Kingdom - - - -
Hong Kong - - - -
Other - - - -
- 282,671 - -
As at 31 October the exposure to credit risk for trade receivables by credit rating was as follows: Group Company
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
Carrying value Total 2 months or less 2 to 12 months 1 to 2 years 2 to 5 years More than 5 years
£ £ £ £ £ £ £
Non-derivative financial liabilities
Unsecured shareholders loans - - - - - - -
Convertible loan notes (3,570,119) (3,570,119) - (567,825) - (3,002,194) -
Secured loans - - - - - - -
Right of use finance lease (51,695) (51,695) (2,804) (14,022) (16,826) (18,043) -
Trade payables (87,334) (87,334) (87,334) - - - -
Other payables (180,866) (180,866) (180,866) - - - -
Related party payables (147,574) (147,574) (147,574) - - - -
(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 value Total 2 months or less 2 to 12 months 1 to 2 years 2 to 5 years More than 5 years
£ £ £ £ £ £ £
Non-derivative financial liabilities
Unsecured shareholders loans (4,355,369) (4,355,369) - - - - (4,355,369)
Convertible loan notes (491,071) (491,071) - - (491,071) - -
Secured loans (363,011) (363,011) - (363,011) - - -
Right of use finance lease (186,988) (186,988) (31,158) (83,010) (72,820) - -
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
Carrying value Total 2 months or less 2 to 12 months 1 to 2 years 2 to 5 years More than 5 years
£ £ £ £ £ £ £
Non-derivative financial liabilities
Unsecured shareholders loans - - - - - - -
Convertible loan notes (3,570,119) (3,570,119) - (567,825) - (3,002,194) -
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 payables (15,825) (15,825) (15,825) - - - -
(3,753,814) (3,753,814) (183,695) (567,825) - (3,002,194) -
Company as at 31 October 2023
Contractual cash flows
Carrying value Total 2 months or less 2 to 12 months 1 to 2 years 2 to 5 years More than 5 years
£ £ £ £ £ £ £
Non-derivative financial liabilities
Unsecured shareholders loans - - - - - - -
Convertible loan notes (491,071) (491,071) - - (491,071) - -
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 Year end spot 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 ended For the year ended For the year ended For the year ended
31 October 31 October 31 October 31 October
2024 2023 2024 2023
£ £ £ £
Giga Treasure Ltd 16,172 - 15,825 -
Ace Jumbo Ventures Ltd 14,161 - - -
Golden Nice Capital Ltd 22,279 - - -
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 ended For the year ended For the year ended For the year 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 Grant-Rennick 2,440 560 2,440 560
Feng Chen 95,762 - 800 -
105,364 2,810 10,402 2,810
The following information relates to the comparative period when Andrew Monk
was a director of both the Company and K2.
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
VSA Capital. At the time the arrangements were entered into Andrew Monk was a
director of the Company, VSA Capital and K2 and is deemed to have significant
influence over VSA Capital and K2.
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 office
Feng Chen 7th Floor
Robert Scott The Broadgate Tower
Simon Grant-Rennick 20 Primrose Street
Xin (Andy) Sui London
EC2A 2EW
Company secretary Company number
Michael Bennett 07913053
Bankers Auditors
National Westminster Bank Plc RPG Crouch Chapman LLP
250 Bishopsgate 40 Gracechurch Street
London London
EC2M 4AA EC3V 0BT
Financial adviser Solicitors to the company
Cairn Financial Advisers LLP Hill Dickinson LLP
Ninth Floor The Broadgate Tower
107 Cheapside 20 Primrose Street
London London
EC2V 6DN EC2A 2EW
Registrars
Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West 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 South Africa.
Everest (Hong Kong) Securities Limited, a wholly owned subsidiary, is
registered in Hong Kong. During the year of purchase, it was deemed dormant
while it remains in its setup phase.
Substantial shareholders
13 February 2025
Shareholder Shareholding Percentage of Company's Issued Ordinary Share Capital
Golden Nice International Group Limited 19,000,000 24.55%
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) Ltd 3,945,860 5.10%
Lynchwood Nominees Ltd 3,623,542 4.68%
Interactive Investor Services Nominees Ltd 3,133,374 4.05%
Total shares 77,388,855
31 October 2024
Shareholder Shareholding Percentage of Company's Issued Ordinary Share Capital
Golden Nice International Group Limited 19,000,000 24.55%
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) Ltd 3,945,860 5.10%
Lynchwood Nominees Ltd 3,623,542 4.68%
Interactive Investor Services Nominees Ltd 3,133,374 4.05%
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) Ltd 3,945,860 6.08%
Lynchwood Nominees Ltd 3,623,542 5.58%
Interactive Investor Services Nominees Ltd 3,003,866 4.63%
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 was previously known as VSA NEX Investments Ltd Subsidiary incorporated in the UK for the purpose of managing cash at rates 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 Subscription Shares and the Conversion Shares The 2018 Loan Notes, 2021 Loan Notes and 2024 Loan Notes as the context so 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
As defined in the Listing Rules of the FCA The put and call option agreement, pursuant to which the Company granted to K2 an option to purchase, and K2 granted the Company an option to require K2 to 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 (https://mb.cision.com/Public/22599/4112315/9797b7b29650cd34.pdf)
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