REG - Everest Global PLC - Final Results
Yesterday 13:45
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260227:nRSa7686Ua&default-theme=true
RNS Number : 7686U Everest Global PLC 27 February 2026
27 February 2026
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 2025.
The year ended 31 October 2025 has been a year of continued financial progress
and significant capital management activity. The Company has continued to
develop its presence in the London alcohol retail market through its
subsidiary, Precious Link (UK) Limited ('PL'), and has made meaningful
progress in simplifying and strengthening its balance sheet.
Revenue for the year ended 31 October 2025 was £566,755 (2024: £437,768),
with the Company reporting a loss before tax from continuing operations of
£1,105,279 (2024: loss of £629,780). The Company's first half performance
was particularly strong, with revenue for the six months ended 30 April 2025
increasing by approximately 100% to £270,251, reflecting the full
contribution of the new retail store which opened in January 2025, and a
return to profitability before one-off items of £75,617.
Gross profit margins have continued to improve, reflecting better supplier
terms and a more favourable product mix. Administrative expenses have been
managed prudently, with the Company focused on maintaining operational
discipline while investing in future growth. Cash generated from treasury
activities during the prior year has been fully repaid and the Company's
treasury management strategy is under review.
Capital Activity
During the year under review, the Company continued to manage its convertible
loan note ('CLN') obligations actively. At the year end, the outstanding
balance of CLNs was £2,537,520 (2024: 3,570,119. In August 2025, the
Company repaid £1,500,000 of CLNs to the holder, Surich Real Estate
Opportunity Find SPA ("SPC"), following a request for partial early repayment
as the funds had not been fully deployed within the timeframe expected. In
November 2025, SPC subscribed for £1,500,000 in new CLNs to provide funding
for the Company's working capital and capital expenditure requirements and to
support the implementation of its strategy to pursue one or more additional
acquisitions of businesses (whether by way of share or asset purchases) in the
beverage distribution and production sector in the UK and across Europe.
Capital Re-Organisation
Subsequent to the year end, on 7 November 2025, the Company held a General
Meeting at which shareholders approved a Capital Re-Organisation comprising
the sub-division and re-classification of the Company's existing ordinary
shares and the subsequent consolidation into new ordinary shares (the 'New
Ordinary Shares'), together with the adoption of new Articles of Association.
The Capital Re-Organisation completed on 10 November 2025 and trading in the
New Ordinary Shares commenced on the Main Market of the London Stock Exchange
at 8:00 a.m. on 10 November 2025. The effect of the Capital Re-Organisation
was to issue 1 new Ordinary Share for every 200 existing Ordinary Shares.
During the year, the Company completed the Capital Reorganisation. The change
in the Company's issued share capital is as follows:
Total number of Ordinary Shares immediately prior to the Capital
Re-Organisation: 77,388,855
Total number of New Ordinary Shares in issue following Capital
Re-Organisation: 386,945
The new ISIN for the New Ordinary Shares is GB00BVD9DK18. The Company's
ticker, EVST, is unchanged.
Outlook
The focus for the year ahead will be to continue growing the Company via
acquisition, investment and joint ventures in the food and beverage industry,
with a particular emphasis on the beverage distribution and production sector
in the UK and the rest of Europe. The Board is also committed to continuing to
manage the Company's capital structure actively, following the significant
steps already taken in simplifying the CLN position and completing the Capital
Re-Organisation. The Company will require additional capital to invest in
strategic opportunities as they arise.
The Board would like to thank its shareholders, advisers, staff and customers
for their continued support during the year.
Xin (Andy) Sui
Chief Executive Officer
Date: 28 February 2026
For further information please contact:
Everest Global plc
Andy Sui, Chief Executive Officer +44 (0) 776 775 1787
Rob Scott, Non-Executive Director +27 (0)84 6006 001
SPARK Advisory Partners Limited
Andrew Emmott +44 (0) 20 3368 3555
Overview
The Strategic Report provides shareholders and stakeholders with information
to assess how the Directors have performed their duties under Section 172 of
the Companies Act 2006, promoting the Company's success while considering the
impact on key stakeholders.
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 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 subsidiaries had 15 (2024:
12) 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 11. 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 13
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.
Strategy
The Group's strategy is to expand its presence in the UK beverage and
complimentary product distribution and retail sector through:
1. Organic Growth - Scale existing operations (Precious Link wine retail) by
increasing stores and product lines;
2. Strategic Acquisitions - Add complementary businesses such as the cigar
lounge, which was acquired in August 2025. Not only does this increase product
offering it gives the Group an additional retail footprint;
3. Geographic Expansion - Looking to expand further in London and Southeast
England initially; and
4. Category Extension - Premium tobacco, spirits, specialty beverages and
complimentary product lines.
With that said the beverage retail and distribution business is competitive
and as a result the Company will continue to seek other business opportunities
where it can have a competitive advantage and where the Company can get
returns over and above our cost of capital while enjoying an appropriate risk
and reward matrix.
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 Company operates as a strategic holding company overseeing a diversified
portfolio of trading entities. Our investment mandate focuses on acquiring
businesses that either accelerate our core strategy or provide robust cash
flow to fund future growth.
We employ a decentralized management philosophy: underlying businesses are led
by autonomous, competent management teams supported by rigorous internal
controls and governance frameworks. While the Company maintains an
'arms-length' operational approach, we retain active oversight through the
rigorous review of strategy, annual budgets, and quarterly financial
performance. Depending on the level of influence, subsidiary results are
either consolidated or equity-accounted. To optimise the balance sheet,
surplus capital is deployed into high-yield, risk-mitigated investments.
Financial review
Precious Link UK Limited ('PL') was acquired on 10 January 2024 and has been
consolidated for the full year and the 10 months that it was consolidated
during the year ended 2024 are included in the comparatives. Dynamic
Intertrade (Pty) Ltd ('DI') was fully disposed of in January 2024 and is not
included in any of the comparatives except for the line in the comprehensive
income statement for "profit from discontinued operations" which solely
relates to DI. This is in accordance with IFRS 5.
During the previous year Everest Capital London Limited ('ECLL'), a subsidiary
of the Company, was used to invest excess cash in short term investments at
rates above the prevailing rate paid on convertible loan notes ('CLN'). ECLL
had four short-term loans outstanding at the previous year end with
£2,661,639 lent and £3,043,500 due to be received at maturity of the loans.
These loans were repaid in full in the first half of the current financial
year end. The Company took a decision not to continue using ECLL for short
term investments.
During the year the directors reviewed the carrying value of the goodwill
created on the acquisition of PL. As part of this review, it was determined
that an impairment needed to be undertaken and a £379,127 (2024: £nil)
impairment recognised in these financial statements.
Group including all subsidiaries and the Company had an operating loss for the
year was £1,085,087 (2024: £669,607 loss). Total Group comprehensive loss
amounted to £1,071,321(2024: £1,795,408 profit). Details of the Company's
and Group financial performance can be found in the statement of comprehensive
income on page 51.
The current year loss was exacerbated by the write down of the investment in
Precious Link (UK) Limited in an amount of £379,127. Management assessed PL
as a cash generating unit (CGU) and discounted its projected future cashflows
using appropriate rates (factoring in the cost of debt and equity). They
concluded that the third shop acquired as part of PL has underperformed
against original income expectations, resulting in weaker future cashflows
than anticipated at the time of acquisition. The Directors will review this
position after trading in the year ended October 2026.
Basic loss per share for the year was 1.43p (2024: profit of 2.48p). Diluted
loss per share for the year was 1.43p (2024: profit of 1.44p).
As at 31 October 2025 the Group held £1,063,463 (2024: £279,725) in cash and
cash equivalents.
Financing and capital structure
During the year under review the following occurred:
As in previous years the Noteholder indicated that should the Company require
further funding it would be amenable to subscribe for more.
On 25 November 2024, the Company issued a CLN to Surich Real Estate
Opportunity Fund SPC ("SPC" or the "Noteholder" respectively) for £250,000.
This gave SPC a total of 13 CLNs at a nominal value of £3,250,000. Each
tranche of loan notes has an initial term of 3 years from the date of the
certificate being issued to the relevant noteholder. SPC is wholly owned and
controlled by Mr Ziwei Peng, Mr Peng is the owner and controller of Golden
Nice International Group Limited, which at 31 October 2025 holds a 24.55%
interest, in the issued share capital of the Company.
On the 28 August 2025, due to the company having excess cash to its needs, it
repaid £1,500,000 of the outstanding CLNs to SPC. The repayment was settled
as to £1,491,731 in cash with the remaining £8,269 added to the balance of
the loan advance made by SPC in November 2024 of approximately £159,000. This
loan attracts the same interest rate as the CLNs (being 6% per annum) and can
be rolled into a CLN once the loan balance reaches £250,000
SPC was a related party transaction for the purposes of Rule 7.3 of the
Disclosure Guidance and Transparency Rules.
Subsequent to the year end, on 26 November 2025 the Company issued 6 CLNs
worth £1,500,000 of new Convertible Loan Notes ("CLNs") in tranches of
£250,000 to SPC.
In addition to the financing the Company felt that the low nominal share price
was not optimal and sought to do a share consolidation. This was proposed to
the shareholders on 10 October 2025 and approved on 7 November 2025 as an
event after the reporting date. Accordingly, the Board carried out a
subdivision and reclassification of the existing and to be issued Ordinary
Shares by 200:1 so that each Existing Ordinary Share would be subdivided and
reclassified into one (1) new ordinary share of £0.000005 each ("New Ordinary
Share") and (2) 3,999 deferred shares of £0.000005 each ("Deferred Shares")
("Subdivision"), followed by a consolidation of the New Ordinary Shares and
Deferred Shares by 200 so that every 200 New Ordinary Shares and every 200
Deferred Shares will be consolidated into one New Ordinary Share and one
Deferred Share of £0.001 each ("Consolidation", together with the
Subdivision, "Capital Reorganisation"). The Deferred Shares have no right to
vote or participate in the capital of the Company and the Company did not
issue any certificates or credit CREST accounts in respect of them. The
Deferred Shares were not admitted to trading on any exchange. The rights of
the Ordinary Shares and the Deferred Shares are set out in the new articles of
association proposed to be adopted by the Company.
In addition to the above the Company sought approval to amend the articles of
association. The changes approved by the shareholders include:
· The New Ordinary Shares will have the same rights as the Existing
Ordinary Shares including voting, dividend, return of capital and other
rights. The Deferred Shares will have no dividend or voting rights and, upon a
return of capital, the right only to receive the amount paid up thereon after
the holders of the Ordinary Shares in the capital of the Company have received
the aggregate amount paid up thereon. The Deferred Shares will not be traded
on the Main Market or any other market, and no share certificates will be
issued in respect of the Deferred Shares, nor will the CREST accounts of
holders of New Ordinary Shares be credited with any Deferred Shares.
· The Company will be able to hold general meetings and annual
general meetings by means of electronic facility or facilities. The notice of
the meetings will specify whether the meeting will be a physical, electronic
or hybrid meeting. In the case of an electronic or hybrid meeting, the notice
shall specify the date, time and electronic platform for the meeting, which
electronic platform may vary from time to time and from meeting to meeting as
the Board, in its sole discretion, sees fit. At any electronic general
meeting, the Board may impose any necessary requirements or restrictions to
verify the identity of those taking part and the security of the electronic
communications. The Company will also be able to authorise any voting
application, system or facility for electronic or hybrid general meetings as
it sees fit. For the avoidance of doubt, the New Articles will not prevent a
general meeting being held both physically and electronically.
Subject to express agreement by members (as further detailed in the proposed
New Articles), the Company will be able to send any documents or notices to
members, who have provided their express consent, in electronic form and use
its website to display certain documents rather than sending these documents
to members in hardcopy form.
Acquisition strategy
The Company considered several acquisitions during the year under review and
decided that the cigar bar was the only appropriate project.
The Board is considering a number of projects currently and as and when
appropriate will inform the market and shareholders.
Key performance indicators ('KPI')
Year ended Year ended
31 October 31 October
2025 2024
£ £
Turnover 566,755 437,768
Gross profit 171,362 108,054
Cash on hand and in bank 1,063,463 279,725
Underlying operating loss (1,085,087) (669,607)
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 2025 and 31
October 2024. Therefore, the profit and loss KPI will include only continuing
businesses and similarly the balance sheet will include PL, Everest (Hong
Kong) Securities Ltd and N20 Nine Ltd. 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 prior year, the financial data shown
above has been changed to reflect the reporting requirement under IFRS.
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 achieved
a 30% (2024: 25%) gross profit margin, which is healthy and a metric we will
continue to target 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 CLN's/equity to our supportive substantial
investor/ 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.
In the comparative period the Group, including discontinued operations, has
pre-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
pre-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 documented in note 4. The Group
continues to pivot the business to focus on 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 30.
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 The Company intends to make further acquisitions in the food and beverage
for growth 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 The Company's success will depend heavily on the maintenance of the brands in
consumer preferences 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 30 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 30 of our financial statements.
Managing risks & internal controls
The Company continually identifies the risks that could affect its goals and
operations. It considered the risks raised during the previous financial year
end and considered them still appropriate. 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 13.
The Group does not undertake in any instruments to hedge its exposure, further
details of our risks can be found in note 30.
Going concern
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, in November 2024, the Company issued 1 further CLN of
£250,000 under the terms of the Loan Note Instrument, raising a total of
£250,000. In August 2025, the Company repaid 6 CLNs and returned £1,500,000
to the CLN holders. Due to a need for working capital due to a strategic
requirement the Company after year end, in November 2025 issued 6 new CLNs and
raised £1,500,000. The Company converted £nil (2024: £nil) of CLNs into new
ordinary shares.
Events after the reporting date
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 2027.
Chief Executive Officer's statement
Operational Acquisitions
On 29 August 2025, the Company acquired the trade and assets of a cigar
distributor and cigar lounge from Rekam Limited for £90,000 in cash. The
business and its assets were acquired as
a going concern, excluding all creditors and cash balances, and are now
operated through a newly formed wholly owned subsidiary, N20 Nine Limited. The
business commenced trading under the new banner in September 2025.
The Directors consider this to be a highly complementary strategic
acquisition. The powerful synergy between premium spirits and fine cigars
enhances our existing alcohol distribution business, providing it with a new
direct outlet. In addition, the cigar lounge creates an immediate additional
direct-to-consumer retail channel and a flagship showcase for the Group's
product portfolio, enabling brand experience curation and direct consumer
feedback. This acquisition aligns fully with our stated intention to be more
aggressive in the pursuit of growth opportunities within the food and beverage
sector during 2025.
Access to Capital - Hong Kong
As reported in the prior year, the Company entered into a share purchase
agreement on 8 April 2024 to acquire a 33% strategic stake in Ace Jumbo
Ventures Limited ('AJV') for US$20,000 from Giga Treasure Limited. This
transaction has been approved by the relevant Hong Kong authorities during the
current reporting period. The Directors continue to monitor the position and
will update shareholders as soon as there is a material development. AJV is
the parent company of Giga (Hong Kong) Limited, which holds both a Type 4
Licence (provision of advice on securities) and a Type 9 Licence (asset
management related regulated activities) under the Securities and Futures
Ordinance in Hong Kong. The Directors believe that holding an interest in
these licences will facilitate future fundraisings from investors based in
Hong Kong and China. Separately, the Company continues to hold its Hong Kong
incorporated entity, Everest (Hong Kong) Securities Limited ('EHKS'), which
remains dormant at the date of this report but will, once trading, enhance the
credibility and ability of the Group to raise capital in those markets.
Capital Re-Organisation
A General Meeting was held on 7 November 2025 to approve a re-organisation of
the Company's share capital. The re-organisation, which was completed on 10
November 2025, involved the sub-division and re-classification of the
Company's existing ordinary shares and their consolidation into new ordinary
shares of £0.001 each, together with the adoption of new Articles of
Association.
The purpose of the re-organisation was to simplify the Company's capital
structure, reduce the number of shares in issue, and enhance the Company's
flexibility for future corporate developments, including capital raising. The
re-organisation did not affect the Company's underlying market capitalisation
or shareholders' proportionate interests. Trading of the new ordinary shares
commenced on the London Stock Exchange on 10 November 2025.
Impairment of goodwill
The Group has incurred a £379,127 (2024: £nil) impairment of the goodwill.
This relates to the goodwill created on acquisition of PL. The reason for this
impairment was the result of a poorer outlook on the revenue generation on the
recently opened third store in Teddington within PL.
Convertible Loan Note Activity
As set out in the prior year's report, the Company constituted a Loan Note
Instrument on 15 August 2024 pursuant to which it may issue up to £50 million
of convertible loan notes ('CLNs') in tranches of £250,000. The CLNs are
unsecured, carry an interest rate of 6% per annum, and have an initial term of
three years from the date of issue. During the year ended 31 October 2025, the
following material CLN events occurred:
Repayment of £1,500,000: On 29 August 2025, the Company repaid CLNs to the
value of £1,500,000 to Surich Real Estate Opportunity Fund SPC ('SPC'). The
repayment was requested by SPC on the basis that the funds had not been fully
deployed within the expected timeframe. The repayment was settled as to
£1,491,731 in cash, with the remaining £8,269 added to the balance of the
loan advance previously made by SPC in November 2024.
Following the repayment, SPC held seven CLNs with an aggregate principal value
of £1,750,000 under the Loan Note Instrument.
Continued related party position: 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. Accordingly, all CLN transactions with SPC constitute related
party transactions for the purposes of Rule 7.3 of the Disclosure Guidance and
Transparency Rules.
After the reporting date events
On 26 November 2025, the Company issued a further six CLNs of £250,000 each
to SPC, raising an additional £1,500,000 under the Loan Note Instrument. The
funds were received on 25 November 2025. The CLNs are convertible into new
ordinary shares at a price of £8.00 per share (reflecting the post
re-organisation share structure) and carry the same material terms as
previously disclosed. The proceeds will be applied to working capital and
capital expenditure requirements, as well as to support the Company's ongoing
acquisition strategy.
On 18 February 2026, the Company released an RNS to confirm that a number of
CLNs that had expired during the year had been extended for 3 years and now
have a maturity date of 31 March 2028.
Outlook
The Group continues to actively seek strategic acquisitions within the food
and beverage distribution and production sector in the United Kingdom and
across Europe. We remain disciplined in our approach, ensuring that any
prospective target presents an appropriate risk profile and capital structure
before proceeding. The capital re-organisation completed in November 2025
positions the Company favourably for future fundraising initiatives, and the
ongoing availability of the Loan Note Instrument provides a flexible source of
funding should an appropriate opportunity present itself.
The shares in issue at the year-end were as follows:
Total number of Ordinary Shares in issue and listed on 31 October 2024 77,388,855
No Ordinary Shares issued during the year -
Total number of Ordinary Shares in issue and listed on 31 October 2025 77,388,855
After the reporting date we completed a capital reorganisation and the issued
shares is as follows:
Total number of Ordinary Shares in issue and listed on 31 October 2025 77,388,855
Number of Ordinary Shares issued during the year to ensure consolidation 145
Total number of Ordinary Shares in issue and listed on 10 November 2025 77,389,000
Consolidation ratio 200:1
New Ordinary Shares in issue on 10 November 2025 389,945
The strategic focus for 2026 remains consistent with that of the prior year,
centred on expanding the food and beverage business through acquisitions and
joint ventures. That said, the Company intends to adopt a more aggressive
approach going forward. Capital raising initiatives will continue to be
aligned with acquisitions and joint ventures that require funding.
Our auditors, RPG Crouch Chapman LLP ('RPGCC') are now in their third annual
cycle and it has been a pleasure working with them.
The Directors remain focused on delivering long-term capital growth and
sustainable income for shareholders. We would like to thank all of our
customers, service providers, shareholders, staff, and fellow Directors for
their continued support and assistance during the year under review.
Statement of comprehensive income
Group Company
Year ended Year ended Year ended Year ended
31 October 31 October 31 October 31 October
2025 2024 2025 2024
Notes £ £ £ £
Revenue 4 566,755 437,768 6,000 2,833
Cost of sales (395,393) (329,714) - -
Gross profit 171,362 108,054 6,000 2,833
Other income 5 11,491 - - -
Administrative expenses 8 (888,813) (777,661) (677,497) (583,324)
Impairments 9 (379,127) - - -
Operating loss (1,085,087) (669,607) (671,497) (580,491)
Finance costs 10 (223,517) (124,012) (208,034) (120,865)
Finance income 11 203,325 163,839 201,228 62,331
Loss before tax from continuing operations (1,105,279) (629,780) (678,303) (639,025)
Profit from discontinued operations 4 - 4,755,269 - -
Tax on profit/(loss) on ordinary activities 12 - - - -
Profit/(loss) for the year from all operations (1,105,279) 4,125,489 (678,303) (639,025)
Profit/(loss) attributable to ordinary shareholders (1,105,279) 1,795,408 - -
Profit/(loss) attributable to non-controlling interests - 2,330,081 - -
Exchange differences on translating foreign operations 33,958 - - -
Total comprehensive profit/(loss) attributable to ordinary shareholders (1,071,321) 4,125,489 - -
Basic earnings per share - in pence 13 (1.43) 2.48
Diluted earnings per share - in pence 13 (1.43) 1.44
Statement of financial position
As at 31 October 2025
Group Company
2025 2024 2025 2024
Notes £ £ £ £
Assets
Non-current assets
Investment in associate 15 16,465 16,465 16,465 16,465
Investment in subsidiaries 15 - - 1,459,645 515,804
Goodwill 14 527,500 879,127 - -
Property, plant & equipment 16 61,299 - - -
Right of use asset 27 165,915 42,357 - -
Total non-current assets 771,179 937,949 1,476,110 532,269
Current assets
Inventories 17 53,533 39,253 - -
Trade & other receivables 18 529,328 2,877,033 1,026,019 3,248,960
Cash & cash equivalents 19 1,063,463 279,725 110,983 59,710
Total current assets 1,646,324 3,196,011 1,137,002 3,308,670
Total assets 2,417,503 4,133,960 2,613,112 3,840,939
Equity & liabilities
Share capital 21 1,547,778 1,547,778 1,547,778 1,547,778
Share premium 21 3,752,967 3,752,967 3,752,967 3,752,967
Share based payment reserve 22 - 464,734 - 464,734
Foreign exchange reserve 33,958 - - -
Equity portion of convertible loan notes 24 83,016 79,531 83,016 79,531
Retained earnings (6,389,183) (5,748,638) (5,971,454) (5,757,885)
Total owner's equity (971,464) 96,372 (587,693) 87,125
Non-controlling interest 23 - - - -
Total equity (971,464) 96,372 (587,693) 87,125
Non-current liabilities
Non-current lease liabilities 27 155,788 34,869 - -
Borrowings 26 39,404 7,283 - -
Convertible loan notes 25 2,537,520 3,001,564 2,537,520 3,001,564
Total non-current liabilities 2,732,712 3,043,716 2,537,520 3,001,564
Current liabilities
Current lease liabilities 27 30,965 16,826 - -
Borrowings 26 164,871 6,678 159,030 -
Convertible loan notes 25 - 568,555 - 568,555
Trade and other payables 20 460,419 401,813 504,255 183,695
Total current liabilities 656,255 993,872 663,285 752,250
Total equity and liabilities 2,417,503 4,133,960 2,613,112 3,840,939
The notes on pages 53 to 104 form part of these financial statements
The financial statements were approved and authorised for issue on 26 February .............................
2026 by the board of directors and were signed on its behalf by:
Xin (Andy) Sui
Director
Company Registration No. 07913053
Group statement of changes in equity
For the year ended 31 October 2025
Share Share Premium Share based payment reserve Foreign exchange reserve Equity portion of convertible loan notes Retained earnings Total owner's equity Non-controlling interest Total equity
capital
£ £ £ £ £ £ £ £ £
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
Shares issued - - - - - - - - -
Convertible loan note changes - - - - 3,485 - 3,485 - 3,485
Expiry of share warrants - - (464,734) - - 464,734 - - -
Total comprehensive income for the year - - - 33,958 - (1,105,279) (1,071,321) - (1,071,321)
Balance at 31 October 2025 1,547,778 3,752,967 - 33,958 83,016 (6,389,183) (971,464) - (971,464)
Company statement of changes in equity
For the year ended 31 October 2025
Share Share Premium Share based payment reserve Equity portion of convertible loan notes Retained earnings Total
capital
equity
£ £ £ £ £ £
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
Convertible loan note changes - - - 3,485 - 3,485
Expiry of share warrants - - (464,734) - 464,734 -
Loss for the year - - - - (678,303) (678,303)
Balance at 31 October 2025 1,547,778 3,752,967 - 83,016 (5,971,454) (587,693)
Statement of cash flows
For the year ended 31 October 2025
Group Company
Year ended Year ended Year ended Year ended
31 October 31 October 31 October 31 October
2025 2024 2025 2024
Notes £ £ £ £
Cashflows from operating activities
Operating loss (1,085,087) (669,607) (671,497) (580,491)
Adjusted for:
Depreciation 16 & 27 25,134 14,119 - -
Finance costs 10 - 3,552 - -
Foreign exchange movements 28 23,905 - 24,919 -
Discontinued operations - 49,578 - -
Impairment of goodwill 9 379,127 - - -
Changes in working capital
(Increase)/decrease in inventories 17 (14,280) (39,253) - -
Decrease/(increase) in receivables 18 (85,873) 13,529 3,178 8,485
(Decrease)/increase in payables 20 54,071 (98,291) 47,160 (164,387)
Net cashflow from operating activities (703,003) (726,373) (596,240) (736,393)
Investing activities
Acquisition of PPE and intangibles 16 (90,000) - - -
Purchase of subsidiaries - (196,966) (943,841) (700,640)
Purchase of associate - (16,465) - (16,465)
(Decrease)/increase in intercompany loans (391,644) - 2,694,391 (2,752,400)
Net cashflow from investing activities (481,644) (213,431) 1,750,550 (3,469,505)
Financing activities
Net proceeds from issue of shares 21 - - - 500,000
Net movement in convertible loan notes (1,228,730) 3,000,000 (1,228,730) 3,000,000
Treasury function 18 3,033,649 (2,630,324) - -
Increase/(decrease) in borrowings 26 178,330 13,961 150,612 -
Foreign exchange movements 33,958 - - -
Capital repayments of lease liability 27 (24,917) (21,996) - -
Net cashflow from financing activities 1,992,290 361,641 (1,078,118) 3,500,000
Net cashflow for the year 807,643 (578,163) 76,192 (705,898)
Opening cash and cash equivalents 19 279,725 858,024 59,710 765,814
Foreign exchange movements 28 (23,905) (136) (24,919) (206)
Closing cash and cash equivalents 19 1,063,463 279,725 110,983 59,710
Notes to the group annual financial statements
For the year ended 31 October 2025
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 106). 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 2025 with comparatives
for the year ended 31 October 2024.
2. 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.
c. 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 2025 the Group held £1,063,463 (2024: £279,725) in cash and
cash equivalents.
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 £3.25 million of CLNs since this facility was agreed.
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 2027 from current cash and debtor positions and
have prepared the consolidated financial statements on the going concern
basis.
d. 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 2025 and have been adopted. None of
the IFRS standards below had a material impact on the financial statements.
IFRS S1 General Requirements for Disclosure of Sustainability-related Financial IFRS S1 sets out overall requirements for sustainability-related financial 1 January 2024
Information disclosures with the 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 1 January 2024
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.
The following new standards, amendments to standards and interpretations have
been issued, but are not effective for the financial year beginning 1 November
2024 and have not been early adopted:
IFRS 18 Presentation and Disclosures in Financial Statements IFRS 18 includes requirements for all entities applying IFRS for the 1 January 2027
presentation and disclosure of information in financial statements.
The Directors anticipate that the adoption of these standards and the
interpretations in future periods will not have a material impact on the
financial statements of the Group.
e. 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.
f. 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
10.00% - 25.00%
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.
g. 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.
h. Investments in subsidiaries
Investments in subsidiaries are stated at cost less, where appropriate,
provisions for impairment.
i. 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.
j. 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.
k. 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.
i. 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.
ii. 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.
iii. 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.
iv. 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.
v. 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.
l. 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.
m. 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 Revenue recognition under IFRS 15
significant payment terms
Sale of goods Customers obtain control of the goods when the goods have been delivered to Revenue is recognised when the goods are delivered and have been accepted by
them and have been accepted at their premises or the agreed point of delivery. the customers at their premises or the 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 Once a financial asset has been written down to its estimated recoverable
instruments (whether classified as held-to-maturity, FVTOCI, FVTPL, amount, interest income is thereafter recognised based on the effective
derivatives or other assets) on an accrual basis using the effective interest interest rate that was used to discount the future cash flows for the purpose
method based on the actual purchase price including direct transaction costs. of measuring the recoverable amount.
n. 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.
o. 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.
p. 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.
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.
q. 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.
r. 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.
s. 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.
t. 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 For the year ending For the year ending
currency 31 October 2025 31 October 2024
South African Rand - 23.3074
US Dollar 1.3153 1.2990
Hong Kong Dollar 10.2281 10.0944
u. 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.
v. 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.
3. 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.
a. 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.
b. 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.
c. 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.
4. Segmental reporting
The Company operates in a single segment and geographical regions as follows:
Geographical revenue: 2025 2024
£ £
South Africa - 360,963
United Kingdom 566,755 437,768
566,755 798,731
Segmental revenue: 2025 2024
£ £
Spice related products - 360,963
Beverages 566,755 437,768
566,755 798,731
The analysis of the Group's income statement between continuing and
discontinued operations is as follows:
2025
Continuing Discontinued Total
£ £ £
Turnover 566,755 - 566,755
Cost of sales (395,393) - (395,393)
Gross profit 171,362 - 171,362
Other income 11,491 - 11,491
Administrative expenses (888,813) - (888,813)
Impairments (379,127) - (379,127)
Operating result (1,085,087) - (1,085,087)
Finance cost (223,517) - (223,517)
Finance income 203,325 - 203,325
(Loss)/profit before tax (1,105,279) - (1,105,279)
Taxation - - -
(Loss)/profit after tax (1,105,279) - (1,105,279)
2024
Continuing Discontinued Total
£ £ £
Turnover 437,768 360,963 798,731
Cost of sales (329,714) (272,040) (601,754)
Gross profit 108,054 88,923 196,977
Other income - 12,963 12,963
Administrative expenses (777,661) (93,439) (871,100)
Operating result (669,607) 8,447 (661,160)
Finance cost (124,012) (19,298) (143,310)
Finance income 163,839 4,766,120 4,929,959
(Loss)/profit before tax (629,780) 4,755,269 4,125,489
Taxation - - -
(Loss)/profit after tax (629,780) 4,755,269 4,125,489
Attributable to non-controlling interest - (2,330,081) (2,330,081)
Attributable to ordinary shareholders (629,780) 2,425,188 1,795,408
5. 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
2025 2024 2025 2024
£ £ £ £
Other income 11,491 - - -
11,491 - - -
6. 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
2025 2024 2025 2024
£ £ £ £
The average number of employees in the year were:
Directors 4 4 4 4
Management 1 1 - -
Accounts & administrative 4 2 3 1
Sales 6 5 - -
Total 15 12 7 5
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
2025 2024 2025 2024
£ £ £ £
The aggregate payroll costs for these persons were: 340,719 277,830 236,278 160,023
Average ratio of executive pay verses average employee pay: 1.81 2.07
Average directors 30,290 35,360
Average of all employees 22,715 34,729
Average of non-director employees 19,960 17,049
7. 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
2025 2024 2025 2024
£ £ £ £
Salaries and fees:
Xin (Andy) Sui 49,600 44,800 49,600 44,800
Robert Scott 48,000 63,000 48,000 63,000
Simon Grant-Rennick 11,560 28,640 11,560 28,640
Feng Chen 12,000 5,000 12,000 5,000
Total 121,160 141,440 121,160 141,440
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 £9,222 (2024: £3,962) was outstanding in respect
of directors' emoluments.
8. 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
2025 2024 2025 2024
£ £ £ £
Auditors' remuneration for audit service: parent 90,000 78,000 90,000 78,000
Auditors' remuneration for audit service: related services - - -
(Over)/under-provision of prior year audit fee 2,506 (368) - (368)
Auditors' remuneration for audit service: subsidiary - 10,000 - 10,000
Brokership fees 26,262 31,626 26,262 31,626
Legal & professional fees 179,873 174,488 165,202 167,598
Registrar fees 6,341 6,096 6,341 6,094
Depreciation on IFRS 16 right of use asset (note 27) 23,933 14,119 - -
Gain/loss on exchange 23,905 136 24,919 206
Personnel expenses (note 6) 340,719 277,830 236,278 160,023
Other administrative expenses 195,274 185,734 128,495 130,145
Total 888,813 777,661 677,497 583,324
9. Impairments
As in previous financial years, the recoverability of the investments was
evaluated. As part of management's annual review of the goodwill created on
the acquisition of PL, it was considered necessary to impair the goodwill. The
goodwill calculation will be reviewed on an annual basis.
In coming to this conclusion, the management allocated PL into a cash
generating unit ("CGU") and discounted future expected cashflows using
appropriate discounting factors having taken into consideration the cost of
debt and equity. It is of the opinion that PL's additional third shop has not
provided the additional income that had first been expected and therefore the
future cashflows were not as strong as when the acquisition was undertaken.
For the year ended 31 October 2025 the board of the Company have used the
following significant judgements:
2025
Discount rate 8.03%
Terminal period 10 years
Revenue growth rate 6%
Group
For the year ended For the year ended
31 October 31 October
2025 2024
£ £
Impairment of goodwill 379,127 -
379,127 -
10. 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
2025 2024 2025 2024
£ £ £ £
Interest paid on borrowings 11,417 (3,552) 8,418 -
Interest accrued on convertible loan notes 199,616 120,865 199,616 120,865
Lease liability 12,484 6,699 - -
223,517 124,012 208,034 120,865
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.
11. 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
2025 2024 2025 2024
£ £ £ £
Interest earned on loans receivable 186,634 65,419 - -
Other fees received as part of loan setup 16,691 98,420 - -
Interest earned on intercompany loan receivable - - 201,228 62,331
203,325 163,839 201,228 62,331
12. 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
2025 2024 2025 2024
£ £ £ £
Tax charge - - - -
Factors affecting the tax charge
Profit/(loss) on ordinary activities before taxation (1,105,279) 1,866,188 (678,303) (639,025)
Loss on ordinary activities before taxation multiplied by standard rate of UK (276,320) 466,547 (169,576) (121,415)
corporation tax of 25% (2024: 25%)
Tax effect of expenses not deductible for tax 1,138 1,848 - -
Sale of subsidiary - (468,395) - -
Tax effect of utilisation of tax losses 275,182 - 169,576 121,415
Tax charge for the year - - - -
The Company has excess management expenses of £3,790,571 (2024: £2,689,844)
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 the timing to recover these losses against future profits.
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.
13. 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
2025 2024
£ £
Profit/(loss) after tax (1,105,279) 1,795,408
Weighted average number of shares in issue 77,388,855 72,368,363
Basic profit/(loss) per share (0.0143) 0.0248
Profit/(loss) after tax (1,105,279) 1,795,408
Weighted average number of shares in issue and warrants outstanding 77,388,855 124,840,645
Diluted profit/(loss) per share (0.0143) 0.0144
As at 31 October 2025 there were 77,388,855 (2024: 77,388,855) shares in
issue, nil (2024: 52,472,282) outstanding share warrants and nil (2024: nil)
outstanding options, both would be potentially dilutive.
14. Goodwill
Group Goodwill
£
Cost
As at 31 October 2023 -
Acquisitions and other additions 879,127
As at 31 October 2024 879,127
Acquisitions and other additions 27,500
As at 31 October 2025 63,709
Impairment
As at 31 October 2023 -
As at 31 October 2024 -
Charge in the year 379,127
As at 31 October 2025 379,127
Net book value
As at 31 October 2024 879,127
As at 31 October 2025 527,500
The addition of goodwill in the current year arose on the acquisition of the
trade and trading assets from Rekam Ltd into N20 Nine Ltd. A portion of this
goodwill related to the purchase of the supply chain, which amounts to
£1,500. The remaining balance was goodwill on acquisition.
For more details on the impairment of goodwill please refer to note 9.
15. 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
2025 2024 2025 2024
£ £ £ £
Investment in subsidiary
Cost of investment - - 1,459,645 515,804
Impairment of investment - - - -
Carrying value - - 1,459,645 515,804
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
2025 2024 2025 2024
£ £ £ £
Investment in associate
Cost of investment 16,465 16,465 16,465 16,465
Impairment of investment - - - -
Carrying value 16,465 16,465 16,465 16,465
As at 31 October 2025, 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 Proportion of equity interest
2025 2024
Precious Link (UK) Ltd Retail sales of alcoholic beverages United Kingdom 100.00% 100.00%
Everest (Hong Kong) Securities Limited Type 4 and 9 licence holders Hong Kong 100.00% 100.00%
Everest Capital London Ltd Treasury United Kingdom 100.00% 100.00%
N20 Nine Ltd Cigar bar and sales United Kingdom 100.00% -
Ace Jumbo Ventures Ltd Intermediary holding company Republic of 33.33% 33.33%
Seychelles
Information about the Group's shareholdings in subsidiaries at the end of the
reporting period is as follows:
Dynamic Intertrade (Pty) Ltd 2025 2024
£ £
Percentage held as at 1 November - 51%
Percentage disposed - (51%)
Percentage held at 31 October - -
Precious Link (UK) Ltd 2025 2024
£ £
Percentage held as at 1 November 100% -
Percentage purchased - 100%
Percentage held at 31 October 100% 100%
Everest (Hong Kong) Securities Limited 2025 2024
£ £
Percentage held as at 1 November 100% -
Percentage purchased - 100%
Percentage held at 31 October 100% 100%
Everest Capital London Ltd 2025 2024
£ £
Percentage held as at 1 November 100% -
Percentage purchased - 100%
Percentage held at 31 October 100% 100%
Ace Jumbo Ventures Ltd 2025 2024
£ £
Percentage held as at 1 November 33.33% -
Percentage purchased - 33.33%
33.33% 33.33%
Percentage held at 31 October
N20 Nine Ltd 2025 2024
£ £
Percentage held as at 1 November - -
Percentage purchased 100.00% -
Percentage held at 31 October 100.00% -
16. Property, plant & equipment
Leasehold improvements Furniture, fixtures and fittings Plant & machinery Total
Group £ £ £ £
Cost
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)
As at 31 October 2024 - 1,209 - 1,209
Additions 7,500 55,000 - 62,500
As at 31 October 2025 7,500 56,209 - 63,709
Accumulated depreciation
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)
As at 31 October 2024 - 1,209 - 1,209
Charge in the year - 1,201 - 1,201
As at 31 October 2025 - 2,410 - 2,410
Net book value
As at 31 October 2024 - - - -
As at 31 October 2025 7,500 53,799 - 61,299
The Company held no tangible fixed assets at 31 October 2025 or 31 October
2024.
17. 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
2025 2024 2025 2024
£ £ £ £
Alcoholic beverages 53,533 39,253 - -
53,533 39,253 - -
18. 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
2025 2024 2025 2024
£ £ £ £
Financial instruments
Trade receivables 20,941 - 10,600 3,400
Loans receivable 411,902 2,830,324 411,902 -
Amounts owed from fellow group undertakings - - 550,849 2,952,400
Other receivables 48,725 14,908 19,085 7,674
Non-financial instruments
Accrued income - - 68,849
Prepayments 47,760 31,801 33,583 31,801
Carrying value 529,328 2,877,033 1,026,019 3,064,124
Current 529,328 2,877,033 1,026,019 3,064,124
Non-current - - - -
529,328 2,877,033 1,026,019 3,064,124
The loan outstanding at the year end related to loans provided to associate
companies. In the prior year the loans receivable in the group were the result
of the treasury function operated by Everest Capital London Ltd. All of these
loans had been repaid within the year and no outstanding balances were owed in
relation to the treasury function.
The Company measures the loss allowance for its financial instruments at an
amount equal to lifetime expected credit loss. The expected credit losses on
receivables are estimated using a provision matrix by reference to past
default experience of the balances and an analysis of the current financial
position, adjusted for factors that are specific to the debtors, general
economic conditions of the industry in which the debtors operate and an
assessment of both the current and the forecast direction of conditions at the
reporting date.
Information about the Group's exposure to credit and market risks and
impairment losses for trade receivables is included in note 30.
The Directors consider that the carrying amount of trade receivables and other
receivables approximates their fair value.
19. 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
2025 2024 2025 2024
£ £ £ £
Cash on hand 623,499 279,725 110,983 59,710
Held in deposit accounts 439,964 - - -
Carrying value 1,063,463 279,725 110,983 59,710
Cash held in deposit accounts are receiving a higher level of interest
compared to a current account balance. The cash in these accounts are under
review as part of an application for a wealth management licence. Even through
monitored, these funds do not have any restrictions. Cash held in deposit
accounts are classified as cash and cash equivalents where the majority term
of the deposits are 3 months or less.
20. 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
2025 2024 2025 2024
£ £ £ £
Trade payables 150,562 87,334 72,124 37,221
Other payables 170,148 160,103 133,684 112,518
Related party payables 139,709 154,376 298,447
33,956
460,419 401,813 504,255 183,695
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
2025 2024 2025 2024
£ £ £ £
Giga Treasure Ltd 25,060 16,172 15,825 15,825
Ace Jumbo Ventures Ltd 19,531 14,161 - -
Golden Nice Capital Ltd 4,148 22,279 - -
Everest Capital London Ltd - - 273,400 -
Precious Link (UK) Ltd - - - 7,729
Xin (Andy) Sui 3,219 3,162 3,219 3,162
Robert Scott 4,000 4,000 4,000 4,000
Simon Grant-Rennick 1,203 - 1,203 -
ASP Corp Ltd - 2,440 - 2,440
Feng Chen * 82,548 95,762 800 800
139,709 157,976 298,447 33,956
21. Share capital and share premium
Number of shares Nominal value Share premium Total
£ £ £
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
No shares issued in year - - - -
Balance at 31 October 2025 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.
22. 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 nil warrants to subscribe for Ordinary Shares at 31 October 2025
(2023: 52,472,282).
Date of grant As at 1 November 2024 Expired/ exercised/ vested/ issued As at 31 October 2025 Exercise Exercise/ vesting date
price
From To
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
52,472,282 (52,472,282) -
During the financial year the warrants that were created in 2019 expired with
no exercising of the holders rights to purchase shares at the exercise price
attached to each warrant. As a result the company has no outstanding warrants
at the 31 October 2025.
As a result of the warrants expiring the share based payment reserve has been
removed and the balance transferred into the retained earnings.
Options
At 31 October 2025 there were nil share options issued to the Directors and
past Directors of the Company. During the current year nil share options were
granted (2024: nil).
23. 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 2025 2024
£ £
Current assets - 598,854
Non-current assets - 164,123
Current liabilities - (948,747)
Non-current - (4,441,158)
- (4,626,928)
Non-controlling interest 2025 2024
£ £
Balance at 1 November - (2,330,081)
Share of profits for the year - 70,780
Equity attributable to non-controlling interest on disposal of remaining 51% - 2,259,301
interest
Balance at 31 October - -
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.
24. Equity portion of convertible loan notes
During the current financial year the Company issued 1 new CLN under the 2024
terms, which was for £250,000. Additionally, the Company repaid 6 CLNs to the
loan note holder. As a result of these transactions the equity portion
increased, with 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
2025 2024 2025 2024
£ £ £ £
Equity portion of convertible loan notes issued during the year 83,016 79,531 83,016 79,531
Carrying value 83,016 79,531 83,016 79,531
25. 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
2025 2024 2025 2024
£ £ £ £
Convertible loan notes 2,537,520 3,570,119 2,537,520 3,570,119
Carrying value 2,537,520 3,570,119 2,537,520 3,570,119
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.
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 24).
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').
On 26 November 2024 the Company received £250,000 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').
On 28 August 2025 the Company paid £1,478,730 for the prepayment of 6 New
Convertible Loan Notes. These 6 CLNs 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.
Historic CLNs that were issued in both 2018 and 2021 had expiry dates of 31
March 2025. Having spoken to the holder of these CLNs it was agreed that they
would be extended for a further 3 years and have an expiry date of 31 March
2028.
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
2025 2024 2025 2024
£ £ £ £
Liability component at the beginning of the financial year 3,570,119 491,071 3,570,119 491,071
Issuance of new CLNs 250,000 3,000,000 250,000 3,000,000
Repayment of CLNs (1,478,730) - (1,478,730) -
Accumulated amortisation of interest expense 199,616 120,865 199,616 120,865
Equity portion movement (3,485) (41,817) (3,485) (41,817)
Liability component at the end of the financial year 2,537,520 3,570,119 2,537,520 3,570,119
Current portion included in current liabilities - 568,555 - 568,555
Long term portion included in long term liabilities 2,537,520 3,001,564 2,537,520 3,001,564
Liability component at the end of the financial year 2,537,520 3,570,119 2,537,520 3,570,119
26. 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
2025 2024 2025 2024
£ £ £ £
Bank loans 5,841 13,961 - -
SPC 159,030 - 159,030 -
Other liabilities 39,404 - - -
Carrying value 204,275 13,961 159,030 -
Of which: - -
Current 164,871 6,678 159,030 -
Non-current 39,404 7,283 - -
204,275 13,961 159,030 -
27. 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
2025 2024 2025 2024
£ £ £ £
Operating lease commitments disclosed as at 31 October 51,695 186,988 - -
Disposal of DI - (175,033) - -
Purchase of PL - 66,992 - -
Assignment of Rekam Ltd lease 74,319 - - -
New lease entered 73,172 - - -
Interest payments 12,484 8,869 - -
Lease payments (24,917) (36,069) - -
Exchange difference - (52) - -
Lease liability recognised in the statement of financial position 186,753 51,695 - -
Of which: - -
Current lease liabilities 30,965 16,826 - -
Non-current lease liabilities 155,788 34,869 - -
186,753 51,695 - -
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
2025 2024 2025 2024
£ £ £ £
Properties 165,915 42,357 - -
165,915 42,357 - -
Impact on earnings per share
Depreciation on the right-of-use asset amounting to £23,933 (2024: £28,587)
and interest on the right-of-use lease liability of £12,484 (2024: £8,869)
were charged to the statement of profit and loss for the current year. As a
result, the earnings per share decreased by 0.00047p (2024: 0.0005p).
28. 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
2025 2024 2025 2024
£ £ £ £
Cash and cash equivalents 1,063,463 279,725 110,983 59,710
Borrowings (204,275) (13,961) (159,030) -
Convertible loan notes (2,537,520) (3,570,119) (2,537,520) (3,570,119)
Right of use lease liability (186,753) (51,695) - -
Net debt (1,865,085) (3,356,050) (2,585,567) (3,510,409)
Cash and liquid investments 1,063,463 279,725 110,983 59,710
Fixed rate instruments (2,928,548) (3,635,775) (2,696,550) (3,570,119)
Net debt (1,865,085) (3,356,050) (2,585,567) (3,510,409)
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 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)
Cashflows 807,643 (190,314) 1,032,599 (135,058) 707,227 1,514,870
Foreign exchange adjustments (23,905) - - - - (23,905)
As at 31 October 2025 1,063,463 (204,275) (2,537,520) (186,753) (2,928,548) (1,865,085)
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 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)
Cashflows 76,192 (159,030) 1,032,599 - 873,569 949,761
Foreign exchange adjustments (24,919) - - - - (24,919)
As at 31 October 2025 110,983 (159,030) (2,537,520) (2,696,550) (2,585,567)
29. Business combinations
Summary of acquisition
On 27 August 2025 a newly created, 100% owned subsidiary, N20 Nine Ltd,
purchased the trading assets of a cigar bar in North London. A breakdown of
the purchase from Rekam Limited are detailed out below.
The assets were acquired as part of an opportunity to increase the retail
footprint from which the Group current trades from, whilst increasing its
category extension within the Group's growth strategy as detailed on page 6.
Purchase consideration
£
Cash consideration 90,000
Total consideration 90,000
The assets
£
Tangible fixed assets 55,000
Right of use asset 74,319
Deferred tax asset 18,580
Property 7,500
Identifiable goodwill for tobacco licenses 1,500
Goodwill for trading business 26,000
Lease liability (74,319)
Deferred tax liability (18,580)
Total consideration 90,000
As the purchased excluded cash as an asset on purchase, the net cash flow on
acquisition was the same as the total consideration.
The lease that was used by the previous owner was assigned to N20 Nine Ltd as
part of the purchase. The lease liability recognised on the date of the
assignment was £74,319. It also created a right-of-use-asset of an equal
amount.
It is of the director's opinion that the acquisition of the trading assets
into N20 Nine Ltd meets the definition of a business combination under IFRS 3.
This comprises an integrated set of activities and assets capable of being
conducted and managed to provide a retail footprint to sell cigars and
alcohol.
The Group incurred acquisition related costs of £11,123, which have been
recognised as an expenses in the statement of comprehensive income in
accordance with IFRS 3.
Contributions to the group's financial results
In the period since the purchase of the trading assets, N20 Nine Ltd has been
undertaking a review of the staff and obtaining appropriate stock to sell in
the store. As a result of this position there has been no revenue created and
a loss of £11,436.
The result of the small loss incurred since the acquisition of the assets, it
is deemed that had the acquisition not taken place the profitability of the
business wouldn't be materially different to the statement of comprehensive
income as shown on page 51.
30. 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 2025
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
Investment in associate - 16,465 - 16,465 - - - -
- 16,465 - 16,465
Financial liabilities
Lease liability - - (106,995) (106,995)
Unsecured borrowings - - (343,790) (343,790)
Convertible loan notes - - (2,537,520) (2,537,520)
Trade and other payables - - (320,904) (320,904)
3,309,209 3,309,209
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
Investment in associate - 16,465 - 16,465 - -
Loan receivable - 2,830,324 - 2,830,324
- 2,846,789 - 2,846,789
Financial liabilities
Lease liability - - (51,695) (51,695)
Unsecured borrowings - - (13,961) (13,961)
Convertible loan notes - - (3,570,119) (3,570,119)
Trade and other payables - - (401,813) (401,813)
- - (4,037,588) (4,037,588)
B. 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.
Expected credit loss assessment for corporate customers as at 31 October 2025
and 31 October 2024
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 2025, the Group held £1,063,463 in cash and cash equivalents
(2024: £279,725) and had a bank overdraft of £13,176 (2024: £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 2025
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 loans (204,275) (204,275) (204,275) - - - -
Convertible loan notes (2,537,520) (2,537,520) - - - (2,537,520) -
Right of use finance lease (186,753) (186,753) (5,845) (28,448) (28,938) (65,737) (57,785)
Trade payables (150,562) (150,562) (150,562) - - - -
Other payables (174,296) (174,296) (174,296) - - - -
Related party payables (135,561) (135,561) (135,561) - - - -
(3,388,987) (3,388,987) (670,539) (28,448) (28,938) (2,603,257) (57,785)
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
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) -
Company as at 31 October 2025
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 loans (159,030) (159,030) (159,030) - - - -
Convertible loan notes (2,537,520) (2,537,520) - - - (2,537,520) -
Trade payables (72,124) (72,124) (72,124) - - - -
Other payables (142,906) (142,906) (142,906) - - - -
Related party payables (289,225) (289,225) - (289,225) - - -
(3,200,805) (3,200,805) (374,060) (289,225) - (2,537,520) -
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) -
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 2025 31 October 2024
£ (GBP) HK$ £ (GBP) HK$
Trade and other receivables 16,132 165,000 - -
Cash and cash equivalents 944,669 9,662,173 - -
Unsecured loans (28,766) (294,225) - -
Trade payables (978) (10,001) - -
Net statement of financial exposure 931,057 9,522,947 - -
Next 6 months actual sales - - - -
Next 6 months actual forecast - - - -
Net statement of financial exposure - - - -
Net exposure 931,057 9,522,947 - -
Company foreign exchange risk
It is the opinion of the Directors that the only foreign exchange risk that
the Company faced would be trade payables, at the year-end. There were no
trade payables that had a different currency to the functional currency
presented in these financial statements. Therefore, it is of the opinion there
was no risk in the Company.
The following significant exchange rates in relation to the reporting currency
are applicable:
Average for the year Year end spot rate
2025 2024 2025 2024
United States Dollar ($) 1.3085 1.2755 1.31531 1.2990
Hong Kong Dollar (HK$) 9.9741 10.0457 10.2281 10.0944
The presentation currency of the Group is British Pound Sterling.
The Group is exposed primarily to movements in USD and HKD, 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
2025 2024
+10% -10% +10% -10%
United States Dollar ($) 0.1309 (0.1309) 0.1276 (0.1276)
Hong Kong Dollar (HK$) 0.9974 (0.9974) 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
2025 2024 2025 2024
£ £ £ £
Financial assets - - - -
Financial liabilities (2,715,567) (3,599,703) (2,696,550) (3,570,119)
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.
31. Related party transactions
Directors' fees
During the year ended 31 October 2025 £121,160 was paid to Directors of the
Company (2024: £141,440). At the year- end a total of £9,222 (2024: £3,962)
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
2025 2024 2025 2024
£ £ £ £
Giga Treasure Ltd 25,060 16,172 15,825 15,825
Everest Capital London Ltd - - 273,400 -
Ace Jumbo Ventures Ltd 19,531 14,161 - -
Golden Nice Capital Ltd 4,148 22,279 - -
48,739 52,612 289,225 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.
Ying Wang, an employee of PL, is the wife of a director of the Company. She is
paid a salary from PL due to her role within the business, and this amounted
to £10,800 during the reporting period.
SPC
During the year the company entered into a number of transactions with SPC, a
related company due to a common controlling party.
The transactions included the issuance of new CLNs, repayment of six CLNs and
an advance of a loan that can be converted into a CLN once the value exceeds
the threshold of £250,000 for the issuance of a CLN.
At the year end the outstanding balance on the CLNs was £2,007,042 (2024:
£3,001,564).
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
2025 2024 2025 2024
£ £ £ £
Xin (Andy) Sui 3,219 3,162 3,219 3,162
Robert Scott 4,000 4,000 4,000 4,000
Simon Grant-Rennick 1,203 2,440 1,203 2,440
Feng Chen 82,548 95,762 800 800
90,970 105,364 9,222 10,402
32. Controlling party
There is no single controlling party. Significant shareholders are listed on
page 108.
33. Subsequent events
Subsequent to year end the following occurred:
· On 7 November the shareholders voted in favour of a capital
reorganisation and the issuance of shares. This reorganisation reduced the
shares in issue in the Company from 77,388,855 to 389,945.
· On 26 November 2025 6 further CLNs of £1,500,000 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.
· The Company extended the expired maturity of the 2018 and 2021
CLN issuances from 31 March 2025 to 31 March 2028.
Substantial shareholders
16 February 2026
Shareholder Shareholding Percentage of Company's Issued Ordinary Share Capital
Golden Nice International Group Limited 95,000 24.55%
Mr Feng Chen 62,500 16.15%
Lynchwood Nominees Ltd 32,087 8.22%
Mr Yang Chen 31,815 8.22%
Mr Liaw Lin-Hsiang 31,815 7.04%
HSBC Global Custody Nominee (UK) Ltd 19,729 5.10%
Lynchwood Nominees Ltd 18,117 4.68%
Interactive Investor Services Nominees Ltd 17,399 4.50%
Total shares in issue 386,945
This table shows the share capital following the share consolidation which is
an event after the reporting date
31 October 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%
Lynchwood Nominees Ltd 6,417,416 8.29%
Mr Yang Chen 6,363,000 8.22%
Mr Liaw Lin-Hsiang 6,363,000 8.22%
HSBC Global Custody Nominee (UK) Ltd 3,945,860 5.10%
Lynchwood Nominees Ltd 3,623,542 4.68%
Interactive Investor Services Nominees Ltd 3,187,438 4.12%
Total shares in issue 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 in issue 77,388,855
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR UBUORNOUUUAR
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Everest Global
See all newsREG - Everest Global PLC - Final Results
AnnouncementREG - Everest Global PLC - Amendment to terms of Convertible Loan Notes
AnnouncementREG - Everest Global PLC - Issue of £1.5m of New Convertible Loan Notes
AnnouncementREG - Everest Global PLC - Holding(s) in Company
AnnouncementREG - Everest Global PLC - Completion of Capital Re-Organisation & TVR
Announcement