REG-Everest Global Plc: Half-year Report
24/07/2024 07:15
24 July
2024
Everest Global plc
(“Everest” or the “Company”)
Unaudited interim results for the six months ended 30 April 2024
The Board of Everest is pleased to announce its unaudited results for the six
months ended 30 April 2024.
Chief Executive Officer's report
The six months ended 30 April 2024 have been satisfactory and Everest Global
Plc ('the Company') is now looking to apply its resources to find suitable
acquisitions in line with our stated strategy, that will ensure that our
shareholders and investors receive a concomitant return on their advances.
During the six months, we achieved some of our stated objectives. At the end
of the previous financial year, on 31 October 2023, the Company announced the
issue of a prospectus in relation to the admission of 39,099,141 ordinary
shares of £0.02 each ('Ordinary Shares') to the Official List of the FCA
(Standard Listing Segment) and to trading on the Main Market for listed
securities of the London Stock Exchange. We further announced on the 6
November 2023 that the Ordinary Shares were listed and dealing could commence
on that day. The total number of Ordinary Shares at that date was 64,888,855.
Following the advance, on 4 July 2023, of £200,000 to Precious Link (UK)
Limited ('PL') the Company announced the acquisition from PI Distribution
Investment Ltd ('PI'), of the entire issued share capital of PL. PL is a wine
retailer, which consists of 2 retail liquor outlets in the Southeast of
England. Under the terms of the Share Purchase Agreement ('SPA') and a
subsequent restructure of the vendors affairs, the Company issued 12,500,000
new Ordinary Shares to Mr Feng Chen (the ultimate beneficial owner of PI), at
a value of 4 pence per Ordinary Share, valuing the transaction at £500,000.
The £200,000 loan between PL and the Company will remain in force and the
director of PL has assigned his loan of circa £500k, at the date of
acquisition, due to him from PL to the Company, as a condition of the SPA. As
a result of the transaction the total number of Ordinary Shares in issue, on
the 30 April 2024, was 77,388,855 Ordinary Shares.
In January 2024, following the acquisition of PL, the Company and K2 Spice
Limited ('K2') exercised the put and call option agreement which was detailed
in the Annual Financial Statements for the year ended October 2022. This
resulted in the Company selling its remaining 51% holding in Dynamic
Intertrade (Pty) Ltd ('DI') to K2, which now owns 100% of the issued shares in
DI.
Another initiative that the Company embarked on was the acquisition of 33% of
the issued share capital of Ace Jumbo Ventures Limited ('AJV') for US$20,000
in cash from Giga Treasure Limited which, was announced on 9 April 2024, but
remained subject to regulatory approval. Given regulatory approval had not
been granted by period end the investment in AJV has not been recognised in
these interim accounts. AJV is the parent company of Giga (Hong Kong) Limited,
a company incorporated in Hong Kong, which holds a licence to carry out the
provision of advice on securities (Type 4 Licence) and a licence to carry out
asset management related regulated activities (Type 9 Licence) under the
Securities and Futures Ordinance in Hong Kong (the "Licences"). The Directors
of the Company believe that holding an interest in the Licences will help
facilitate future fundraisings to be undertaken by the Company from investors
based in Hong Kong. Post the period end, the Company also purchased a Hong
Kong incorporated company called Everest (Hong Kong) Securities Limited
('EHKS'), for HK$1 with the intention of facilitating capital raising. EHKS at
the time of purchase was a dormant entity and had been since incorporation. At
the time of signing these accounts EHKS remained dormant.
The Company, at the reporting date of these interim accounts, had only one
wholly owned subsidiary, PL, which was consolidated for the 4-month period
from 1 January 2024 to 30 April 2024. The results of DI, which was sold in
January 2024, have been consolidated for the period 1 October 2023 to 31
December 2023.
Within the first six months, as a result of the transactions the Company has
undertaken, the consolidated financial picture has changed. The revenues are
down 65% compared to the six months ending 30 April 2023. Additionally, the
cost of sales is also down to 64%, which means we have a greater gross profit
margin of 27% in the first six months of this financial year compared to 30%
in the comparative six month period.
There is a significant other income position. This is the result of the sale
of DI and unwinding of its consolidated balance sheet that was undertaken as
part of the disposal of DI in January 2024.
As at 30 April 2024, the Group, had cash of approximately £228,000 down from
approximately £858,000 as at 31 October 2023.
Finally, on 24 May 2024, the Company announced the appointment of Mr Feng Chen
as a non-executive director of the Company effective as of 1 June 2024. Mr
Chen holds an MSc from the University of Reading and is the Chief Executive
Director of PL, the wine retailer in the Southeast of England, that the
Company acquired in January 2024. Mr Feng Chen holds 12,500,000 Ordinary
Shares in the Company representing approximately 16.2% of the issued share
capital of the Company.
I would like to thank the Board and our advisers for assisting during the last
period.
The focus for 2024 will be the growth in the food and beverage business via
acquisition, investment and joint ventures. The Company will require
additional capital to invest in these ventures.
The unaudited interim report for the 6 months ended 30 April 2023 is
available on the Company's website at: www.everestglobalplc.com and in
hard copy form at the Company's registered office at 48 Chancery Lane, London
WC2A 1JF.
It will also shortly be available for inspection at:
www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
Prior to publication, the information contained within this announcement was
deemed by the Company to constitute inside information for the purposes of
Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law
pursuant to the European Union (Withdrawal) Act 2018). With the publication of
this announcement, this information is now considered to be in the public
domain.
The Directors of the Company accept responsibility for the content of this
announcement.
For further information please contact the following:
Everest Global plc
Andy Sui, Chief Executive Officer Rob Scott, Non-Executive Director +44 (0) 776 775 1787 +27 (0)84 6006 001
Cairn Financial Advisers LLP
Jo Turner / Emily Staples +44 (0) 20 7213 0885 / +44 (0)20 7213 0897
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward-looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors.
Principal risks and uncertainties for the remaining 6 months of the financial
year
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 risk factors are summarised below:
1. 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.
1. The Company may be unable to raise funds to complete any further
acquisitions for growth
The Company intends to make further acquisitions in the food and beverage
industry with a focus on the beverage distribution and production sector in
the UK and the rest of Europe. Although the Company has not formally
identified any prospective targets, it cannot currently predict the amount of
additional capital that may be required.
1. 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).
1. Reliance on delivery
The beverage industry is dependent on prompt delivery and quality
transportation of beverage ingredients. 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 environmental legislation and provide quality food /
beverage and services to customers, thereby damaging its reputation.
1. 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.
1. Identifying a suitable acquisition target
DI was disposed of in January 2024. As part of this disposal the Board has
adopted a wider 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 invest in
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.
1. Demand for the Company’s products may be adversely affected by changes in
consumer preferences
The Company’s success will depend heavily on the maintenance of the brands
in which it invests and the ability of the Company to adapt the companies in
which it invests, taking into consideration the changing needs and preferences
of its customers. Consumer preferences, perceptions and spending habits may
shift due to a variety of factors that are difficult to predict and over which
the Group has no control (including lifestyle, nutritional and health
considerations). Any significant changes in consumer preferences or any
failure to anticipate and react to such changes could result in reduced demand
for the Group’s products and weaken its competitive
position.
1. 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, such as the Company, to establish themselves.
1. 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 Company.
The Company continually identifies the risks that could affect its goals and
operations. It assesses the likelihood and impact of each risk, and
prioritises them accordingly.
Internal controls are designed and implemented to mitigate or reduce the
risks, or transfer or avoid them if possible. The Directors monitor and
evaluate the effectiveness and efficiency of the internal controls, and
identify any gaps or weaknesses as well as review and update the internal
controls periodically, or when there are significant changes in the business
environment or objectives.
Responsibility statement
The Directors, being Xin (Andy) Sui (Chief Executive Officer), Robert Scott
(Non-Executive Director), Simon Grant-Rennick (Non-Executive Director) and
Feng Chen (Non-Executive Director), all of 48 Chancery Lane, London, WC2A 1JF,
accept responsibility for the information contained in this set of interim
results for the six month period ended 30 April
2024.
To the best of the knowledge of the Directors:
* The condensed set of financial statements are prepared in accordance with
the applicable set of accounting standards (with IAS 34 ‘Interim Financial
Reporting’ as contained in UK-adopted IFRS), give a true and fair view of
the assets, liabilities, financial position and profit or loss of Everest
Global Plc and the undertakings included in the consolidation taken as a
whole;
* the interim management report, titled ‘Chief Executive Officer's report’
includes an indication of important events that have occurred during the first
six months of the financial year, and their impact on the condensed set of
financial statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and
* the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties’ transactions and
changes therein). There were no related party transactions in the period ended
30 April 2024 nor were there any changes in the related party transactions
described in the annual report and accounts for the year ended 31 October 2023
that could have a material effect on the financial position or performance of
the Group during the six month period ended 30 April 2024.
Everest Group Plc acknowledges that it is responsible for all information
drawn up and made public in this set of interim results for the period ended
30 April 2024.
.............................
Xin (Andy) Sui
Chief Executive Officer
Date: 23 July 2024
Interim condensed consolidated statement of comprehensive income
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
Notes £ £ £
Revenue 3 495,735 2,791,695 1,434,073
Cost of sales (361,077) (2,104,060) (1,002,206)
Gross profit 134,658 687,635 431,867
Other income 2,222,203 22,573 383,990
Administrative expenses (82,011) (1,432,110) (339,223)
Impairments - - -
Operating profit/(loss) 2,274,850 (721,902) 476,634
Finance costs (65,146) (189,681) (117,548)
Finance income 19,270 24,545 20,377
Profit/(loss) before tax from continuing operations 2,228,974 (887,038) 379,463
Tax on profit/(loss) on ordinary activities - - -
Profit/(loss) for the year from continuing operations 2,228,974 (887,038) 379,463
Other comprehensive income - - -
Total comprehensive profit/(loss) for the year from continuing operations 2,228,974 (887,038) 379,463
Gain/(loss) attributable to ordinary shareholders 1,943,737 (862,340) 137,570
Gain/(loss) attributable to non-controlling interests 285,237 (24,698) 241,893
Total comprehensive profit/(loss) attributable to ordinary shareholders 2,228,974 (887,038) 379,463
Total comprehensive profit/(loss) attributable to non-controlling interests - - 241,893
Basic earning per share - in pence 5 2.89 (1.71) 1.15
Diluted earning per share - in pence 5 1.49 (1.71) 0.36
Interim condensed consolidated statement of financial position
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
Notes £ £ £
Assets
Non-current assets
Goodwill 1,063,323 - -
Investment in associates 6 - - -
Property, plant & equipment 7 - 25,771 25,632
Right of use asset 9 50,338 156,129 204,809
Total non-current assets 1,113,661 181,900 230,441
Current assets
Investment in associate - - 6,154
Inventories 32,127 329,408 211,983
Trade & other receivables 41,676 573,386 489,713
Cash & cash equivalents 228,129 858,024 1,405,609
Total current assets 301,932 1,760,818 2,113,459
Total assets 1,415,593 1,942,718 2,343,900
Equity & liabilities
Share capital 8 1,547,778 1,297,778 1,297,778
Share premium 8 3,752,967 3,502,967 3,616,952
Share based payment reserve 464,734 464,734 350,749
Equity portion of convertible loan notes 37,713 37,713 42,539
Retained earnings (5,220,040) (7,544,046) (6,544,136)
Total owner's equity 583,152 (2,240,854) (1,236,118)
Non-controlling interest - (2,330,081) (2,063,490)
Total equity 583,152 (4,570,935) (3,299,608)
Non-current liabilities
Non-current lease liabilities 9 38,865 78,722 120,167
Borrowings 19,564 4,713,566 4,322,281
Convertible loan notes 528,383 491,071 450,802
Total non-current liabilities 586,812 5,283,359 4,893,250
Current liabilities
Current lease liabilities 9 20,568 108,266 101,110
Trade & other payables 225,061 1,122,028 649,148
Total current liabilities 245,629 1,230,294 750,258
Total equity and liabilities 1,415,593 1,942,718 2,343,900
Interim condensed consolidated statement of changes in equity
Share Share Premium Share based payment reserve Equity portion of convertible loan notes Retained earnings Total owner's equity Non-controlling interest Total equity
capital
£ £ £ £ £ £ £ £
Balance at 31 October 2022 923,258 3,040,115 302,176 42,539 (6,681,706) (2,373,618) (2,305,383) (4,679,001)
Shares issued 254,520 445,410 - - - 699,930 - 699,930
Shares issued on conversion of convertible loan notes 120,000 180,000 - - - 300,000 - 300,000
Warrants issued during the period - (48,573) 48,573 - - - - -
Profit for the period - - - - 137,570 137,570 241,893 379,463
Balance at 30 April 2023 1,297,778 3,616,952 350,749 42,539 (6,544,136) (1,236,118) (2,063,490) (3,299,608)
Extension date of conversion of the convertible loan notes - - - (4,826) - (4,826) - (4,826)
Warrants issued during the year - (113,985) 113,985 - - - - -
Loss for the year - - - - (999,910) (999,910) (266,591) (1,266,501)
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
Gain attributable to non-controlling interest on disposal of 51% of subsidiary - - - - (2,044,844) (2,044,844) 2,044,844 -
Disposal of DI - - - - 2,425,113 2,425,113 - 2,425,113
Profit for the period - - - - 1,943,737 1,943,737 285,237 2,228,974
Balance at 30 April 2024 1,547,778 3,752,967 464,734 37,713 (5,220,040) 583,152 - 583,152
Interim condensed consolidated statement of cash flows
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
Notes £ £ £
Cashflows from operating activities
Operating profit/(loss) 2,274,850 (721,902) 476,634
Adjusted for:
Depreciation 21,900 93,699 45,369
Sale of subsidiary (2,037,367) - -
Profit/loss on disposal of PPE - (10,130) -
Foreign exchange loss (304,901) 45,494 -
Finance costs (20,393) (95,771) 61,809
Interest received 15,928 17,586 20,377
Profit on disposal of investment - (9,231) -
Profit on assignment of loans (184,836) - -
Changes in working capital
Decrease/(increase) in inventories 66,193 (153,533) (36,108)
Decrease/(increase) in receivables 21,374 (73,125) (207,184)
(Decrease)/increase in payables (546,609) 497,646 24,766
Net cashflow from operating activities (693,861) (409,267) 385,663
Investing activities
Acquisition of PPE - (41,461) (28,287)
Foreign exchange movements - (21,397) 2,103
Profit on sale of associate - 9,231 -
Sale of associate - 6,154 -
Acquisition of subsidiary's cash 847 - -
Loans receivable - (210,773) -
Net cashflow from investing activities 847 (258,246) (26,184)
Financing activities
Net proceeds from issue of shares - 699,930 699,930
Convertible loan notes issued - - -
Increase/(decrease) in borrowings 90,023 (18,926) (527,815)
Foreign exchange movements - - -
Capital repayments of lease liability (26,904) (89,704) (51,799)
Net cashflow from financing activities 63,119 591,300 120,316
Net cashflow for the year (629,895) (76,213) 479,795
Opening cash and cash equivalents 858,024 925,814 925,814
Foreign exchange movements - 8,423 -
Closing cash and cash equivalents 228,129 858,024 1,405,609
Notes to the interim condensed consolidated financial statements
1. General information
Everest Global Plc (the 'Company') is a public limited company and is
incorporated in England and Wales (Registration number 07913053) and domiciled
in England. These condensed financial statements for the six months ended 30
April 2024 comprise the Company and its subsidiaries (the 'Group'). The
principal activity of the Group has changed since 31 October 2023 year end
accounts were prepared. As such the principal activity at the date of the
period end (30 April 2024) was investing and trading in off-licence premises
within the South-East region of England. The address of its registered office
is 1st Floor 48 Chancery Lane, London, England, WC2A 1JF.
These condensed interim financial statements do not comprise statutory
accounts within the meaning of section 434 of the Companies Act 2006. The most
recent statutory accounts prepared were for the year ended 31 October 2023 and
approved by the board of directors on 26 February 2024 and delivered to the
Registrar of Companies. The report of the auditors on those financial
statements was unqualified but did contain a statement of material uncertainty
relating to going concern.
The Company is admitted to the Official List (by way of a Standard Listing
under Chapter 14 of the Listing
Rules) 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 period ended 30 April 2024 with comparatives
for the year ended 31 October 2023 and 30 April 2023.
1. Basis of preparation and significant accounting policies
The condensed consolidated interim financial statements of the Group have been
prepared in accordance with the UK-adopted International Accounting Standard
34, 'Interim Financial Reporting'. As contained in International Financial
Reporting Standards as adopted by the United Kingdom ('IFRS as adopted by the
UK').
The condensed consolidated interim financial statements of the Group were
approved by the Board and authorised for issue on 23 July 2024.
The basis of preparation and accounting policies set out in the Annual Report
and Accounts for the year ended 31 October 2023 have been applied in the
preparation of these condensed consolidated interim financial statements.
These interim financial statements have been prepared in accordance with the
recognition and measurement principles of the International Financial
Reporting Standards ('IFRS') as endorsed by the UK that are expected to be
applicable to the consolidated financial statements for the year ending 31
October 2024 and on the basis of the accounting policies expected to be used
in those financial statements.
The figures for the six months ended 30 April 2024 and 30 April 2023 are
unaudited and do not constitute full accounts. The comparative figures for the
year ended 31 October 2023 are extracts from the 2023 audited accounts. The
independent auditor’s report on the 2023 accounts was unqualified but it
included a material uncertainty in respect of going concern. These financial
statements are not audited and therefore no audit report has been issued for
these interim accounts.
1. Segmental reporting
Following the acquisition of PL and the sale of DI the Company operates in two
segments and two geographical regions as follows:
Geographical revenue: £
South Africa United Kingdom Segmental revenue: Beverages Spice related products 360,963 134,772 495,735 134,772 360,963 495,735 For the 2 months between 1 November 2023 and 31 December 2023 For the 4 months between 1 January 2024 and 30 April 2024 For the 4 months between 1 January 2024 and 30 April 2024 For the 2 months between 1 November 2023 and 31 December 2023
1. Company results for the period
The Company has elected to take the exemption under section 408 of the
Companies Act 2006 not to present the parent Company income statement account.
The operating profit of the Group for the six-month period ended 30 April 2024
was £2,274,850 (30 April 2023: £476,634, year ended 31 October 2023: loss of
£721,902). The operating loss incorporated the following main items:
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
£ £ £
Auditors remuneration for audit services - 55,000 -
Over provision of prior year audit fee (441) 5,000 -
Legal and professional fees 30,791 182,124 11,530
Brokership fees 15,069 17,527 -
Personnel expenses 210,407 332,440 15,000
Registrar fees 5,765 3,850 -
Depreciation on property, plant & equipment 1,293 7,804 -
Depreciation on IFRS right of use asset 20,607 85,895 -
Other administrative expenses (201,479) 371,363 -
Subtotal 82,012 1,061,003 26,530
Admission costs - 371,107 -
Total administrative expenses 82,012 1,432,110 26,530
1. Earnings per share
Earnings per share data is based on the Group result for the six months and
the weighted average number of ordinary shares in issue.
Basic loss per share is calculated by dividing the profit/(loss) attributable
to equity shareholders by the weighted average number of Ordinary Shares in
issue during the period:
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
£ £ £
Profit/(loss) attributable to ordinary shareholders 1,943,737 (862,340) 379,463
Weighted average number of shares in issue 67,224,020 50,488,839 33,023,894
Basic earnings / (loss) per share (pence) 2.89 (1.71) 1.15
Diluted earnings / (loss) per share (pence) 1.49 (1.71) 0.36
As at 30 April 2024 there were 77,388,855 Ordinary Shares and 63,089,171 share
warrants outstanding. As at 30 April 2023 there were 42,922,767 Ordinary
Shares and 38,363,171 share warrants outstanding.
In the year ended 31 October 2023, the basic and diluted loss per share are
the same. This is because a loss was incurred the effect of outstanding share
options and warrants is considered anti-dilutive and is ignored for the
purpose of the loss per share calculation. As at 31 October 2023 there were
50,488,839 (2022: 46,162,855) shares in issue, 63,089,171 (2022: 38,363,171)
outstanding share warrants and nil (2022: nil) outstanding options, both are
potentially dilutive.
1. Investments
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
Investment in subsidiary £ £ £
Dynamic Intertrade (Pty) Ltd - - -
Precious Link (UK) Ltd ('PL') 500,000 - -
Carrying value 500,000 - -
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
Investment in associate £ £ £
Investment in Dynamic Intertrade Agri (Pty) Ltd ('DIA') - - 6,154
Carrying value - - 6,154
During the year ended 31 October 2023, DIA, was sold to the proposed purchaser
as disclosed last year. It had been anticipated that the sale be concluded
within the last two financial years, however COVID-19 delayed the process. The
Company received £15,385 for its investment within DIA. This was greater than
the Directors had estimated while preparing the financial statements to 31
October 2022.
As at 30 April 2024, the Company directly and indirectly held the following
investments:
Name of company Principal activities Country of incorporation and place of business Proportion of equity interest Proportion of equity interest
30 April 2024 30 April 2023
Dynamic Intertrade (Pty) Limited Trading in agricultural products South Africa 0% 51%
Precious Link (UK) Ltd Trading in wine and spirits England and Wales 100% 0%
1. Property, plant & equipment
Depreciation on property, plant and equipment is calculated using the
straight-line method to write off their cost over their estimated useful lives
at the following annual rates:
Furniture and fixtures 17%
Leasehold improvements 33%
Plant and equipment 20% and 33%
Useful lives and depreciation method are reviewed and adjusted if appropriate,
at the end of each reporting period.
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.
Leasehold improvements Furniture, fixtures and fittings Plant & machinery Total
Group £ £ £ £
Cost
As at 31 October 2022 19,552 4,300 254,937 278,789
Additions - - 28,287 28,287
Exchange difference - (350) (32,380) (32,730)
As at 30 April 2023 19,552 3,950 250,844 274,346
Additions - 984 12,190 13,174
Disposals - - (25,058) (25,058)
Exchange difference (1,410) 51 14,102 12,743
As at 31 October 2023 18,142 4,985 252,078 275,205
Additions - - - -
Acquisition of PL - 1,209 - 1,209
Disposal of DI (18,142) (4,985) (252,078) (275,205)
As at 30 April 2024 - 1,209 - 1,209
Accumulated depreciation
As at 31 October 2022 19,550 4,193 241,162 264,905
Charge in the year - 50 14,386 14,436
Exchange difference - (353) (30,274) (30,627)
As at 30 April 2023 19,550 3,890 225,274 248,714
Charge in the year - 88 (6,720) (6,632)
Released on disposal - - (24,685) (24,685)
Exchange difference (1,410) 45 33,402 32,037
As at 31 October 2023 18,140 4,023 227,271 249,434
Charge in the year - 23 1,270 1,293
Acquisition of PL - 1,209 - 1,209
Disposal of DI (18,140) (4,046) (228,541) (250,727)
As at 30 April 2024 - 1,209 - 1,209
Net book value
As at 30 April 2023 2 60 25,570 25,632
As at 31 October 2023 2 962 24,807 25,771
As at 30 April 2024 - - - -
The Company held no tangible fixed assets at 30 April 2024, 31 October 2023
nor 30 April 2023.
1. Share capital and share premium
Number of shares Nominal Share Total
value premium
£ £ £
Balance at 31 October 2022 46,162,855 923,258 3,040,115 3,963,373
Share issue 24 January 2023 12,726,000 254,520 445,410 699,930
Share issue on conversion of CLNs 25 January 2023 6,000,000 120,000 180,000 300,000
Balance at 31 October 2023 64,888,855 1,297,778 3,665,525 4,963,303
Warrants issued during the year - - (162,558) (162,558)
Balance at 31 October 2023 64,888,855 1,297,778 3,502,967 4,800,745
Share issue 27 March2024 12,500,000 250,000 250,000 500,000
Balance at 30 April 2024 77,388,855 1,547,778 3,752,967 5,300,745
Share capital is the amount subscribed for shares at nominal value.
Retained losses represent the cumulative loss of the Group attributable to
equity shareholders.
Share-based payments reserve relate to the charge for share-based payments in
accordance with IFRS 2.
1. Leases
Right of use asset and lease liability
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
£ £ £
Operating lease commitments disclosed 186,988 266,555 266,555
Interest payments 7,441 17,935 9,975
Lease payments (26,904) (89,704) (51,799)
Exchange difference (51) (7,798) (3,455)
Disposal of DI right of use assets (175,033) - -
Acquisition of PL right of use assets 66,992 - -
Lease liability recognised in the statement of financial position 59,433 186,988 221,276
Of which:
Current lease liabilities 20,568 108,266 101,110
Non-current lease liabilities 38,865 78,722 120,166
59,433 186,988 221,276
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 recognised in the statement of financial position as at 30 April
2024. 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:
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
£ £ £
Properties 50,338 156,129 204,809
50,338 156,129 204,809
1. Subsequent events
Subsequent to the period ended 30 April 2024, the company completed the
purchase of 33% of AJV's issued share capital from Giga Treasure Limited. The
acquisition had been originally announced on 9 April 2024 and is subject to
regulatory approval in Hong Kong. On, 19 July 2024, the acquisition of this
associate had been completed.
Additionally on 17 May 2024, the Company, purchased a dormant company, Everest
(Hong Kong) Securities Limited, which has been dormant since its incorporation
in March, from AJV.
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