1
Everest Global Plc
Annual report for the year ended 31 October 2024
2
Everest Global Plc
Annual report for the year ended 31 October 2024
1
2
3
4
Strategic
report
Directors' report
Financial
statements
Additional
information
from page 3
from page 15
from page 39
from page 103
4
Overview
16
Board of Directors
40
Independent
auditor’s report
104
Directors &
professional
advisers
5
Our purpose &
values
18
Chief Executive
Officer’s statement
46
Statement of
comprehensive
income
105
Overseas
subsidiary
operations
6
Strategy
21
Key activities of the
Board during the
year
6
Business model
47
Statement of
financial position
106
Substantial
shareholdings
7
Financial
review
21
Directors’ and
Board duties
48
Group statement
of changes in
equity
107
Glossary of
terms and
abbreviations
10
Principal
risks
22
Corporate
governance
49
Company
statement of
changes in equity
12
Specific
subsidiary risks &
uncertainties
27
Board diversity
108
Annual general
meeting
29
Task force on
climate related
financial
disclosures (TCFD)
50
Statement of cash
flows
108
Auditor
13
Managing risks
& internal controls
108
Directors’ &
officers’
insurance
51
Notes to the
group annual
financial
statements
14
Going concern &
viability
statement
31
Responsibility
statement
32
Remuneration
Committee report
33
Directors’
remuneration,
shareholding and
options
34
Audit
Committee report
35
Directors' report
Strategic report
3
Everest Global Plc
Annual report for the year ended 31 October 2024
4
Overview
5
Our purpose & values
6
Strategy
6
Business model
7
Financial review
10
Principal risks
12
Specific subsidiary risks & uncertainties
13
Managing risks & internal controls
14
Going concern & viability statement
Overview
4
Everest Global Plc
Annual report for the year ended 31 October 2024
The objective of the Strategic report of Everest Global Plc ('the Company') is to provide sufficient detailed information to
both shareholders and stakeholders to make an informed decision as to how they assess how the Directors have
performed their duty. Section 172 of the Companies Act 2006, is to promote the success of the Company and to provide
context for the related financial statements as well as assist them in their decision making in relation to the strategy of
the Company.
As a Board we consider the wider environment within which we operate and as such ensure that we have considered the
impact of our decisions on key stakeholders. We also ensure that we are aware of any significant changes in the market
or the external environment, including the identification of emerging risks, which can be fed into our strategic decisions
and our risk management process. The Board considered its strategic stakeholders in the year as follows:
Customers
We listen to our customers and endeavour to supply them with relevant products. This
entails continuous discussions with our existing and potential customers as well as product
development.
Suppliers
We have worked with a number of our suppliers for many years, and any loss of our sales or
product mix impacts their business. We continuously communicate with them, where
possible, to reduce the impact on their businesses.
Shareholders &
lenders
We have a clear responsibility to engage with shareholders and lenders to our business and
their views are an important driver of our strategy. We keep our shareholders regularly
informed while lenders receive regular updates on the performance of the organisation.
Staff
During the year under review the Company and its subsidiary had 12 (2023: 24) staff and
Directors. Full disclosure of our employee numbers are in note 6.
Social, community &
human rights issues
The Company and its subsidiaries comply with all national and international laws and
regulations pertaining to human rights and social interaction
In accordance with Section 414C (11) of the Companies Act 2006, the Group chooses to report the review of the
business, the outlook and the risk and uncertainties faced by the Company in the principal risks section starting on page
10. The Directors’ assessment of the risks faced by the Group are set out in the specific subsidiary risks and uncertainties
and can be found on page 12 of the financial statements.
Our purpose & values
5
Everest Global Plc
Annual report for the year ended 31 October 2024
The Company's purpose and values are the fundamental beliefs and principles that guide our decision making and
actions. These shape our culture and promotes teamwork. They assist differentiation although the values are generic.
These core principles assist us to stay true to our vision.
The Company's purpose and values is:
The above principles guide the Company in executing its strategy and operational parameters.
Quality
Integrity
Commitment
to
Customers
Leadership
Innovation
Teamwork
Strategy
6
Everest Global Plc
Annual report for the year ended 31 October 2024
The Company is actively looking to expand its exposure to cover the wider food and beverage industry with a focus on
the beverage distribution and production sector in the UK and the rest of Europe. This will be done through measured
organic growth of its existing business and through acquisition. The Directors are of the opinion that Precious Link (UK)
Limited ('PL'), a wine and ancillary product chain of outlets in and around London will provide an entry into the beverage
industry and allow it to access industry know-how and expertise. The Company believes PL operates in a complementary
sector and will pave the way in expanding its activities into the wider food and beverage sector.
The Company is focusing on additional acquisitions of businesses in the sector in the UK and the rest of Europe. The
Company would also consider acquisitions in alternative sectors but are aware that any such acquisition may be
deemed a reverse takeover under the Listing Rules.
The Company’s primary objective is that of securing the best possible value for Shareholders, consistent with achieving,
over time, both capital growth and income for Shareholders through developing profitability coupled with dividend
payments on a sustainable basis.
Business model
The Business model is that of a trading business with operating businesses held via a listed holding company. The
intention is to acquire businesses that either catalyse the strategy or add cashflow to that strategy. The underlying
businesses should be independently run by competent management and have sufficient controls and systems to ensure
robust financial reporting and superior corporate governance. The Company adopts a hands-off approach on
management other that reviewing strategy, budgets and quarterly financial management reports. The financial results
of the component businesses are consolidated where necessary or equity accounted.
In addition, where the Company has excess cash, it invests in best possible returns with mitigated risks.
Financial review
7
Everest Global Plc
Annual report for the year ended 31 October 2024
Dynamic Intertrade (Pty) Ltd (‘DI’) was fully disposed of in January 2024. DI is involved in the importation, milling,
blending, and packaging of products that include herbs, spices, seasonings and confectionery for the domestic market.
As such DI was only consolidated for 2 months ending 31 December 2024.
Precious Link UK Limited (‘PL’) was acquired on 10 January 2024 and has been consolidated for 10 months.
Everest Capital London Limited (‘ECLL’) is a subsidiary of the Company that uses excess cash in the short term to lend
money at rates above the prevailing rate paid on the CLNs. ECLL has four short-term loans outstanding at the year end
with £2,661,639 lent and £3,043,500 due to be received at maturity of the loans. ECLL holds security over the properties
the money has been loaned in respect of.
The table below shows the comparative amounts for each component subsidiary for each period so that the users of the
Financial Statements can understand the financial effects of the disposal and acquisition. DI has not been consolidated
except as a line item on the income statement as required under IFRS5.
2024
£
2023
£
Revenue DI
360,963
2,791,695
Revenue PL
437,768
n/a
Revenue ECLL
-
n/a
Expenses DI
365,479
3,125,216
Expenses PL
438,200
n/a
Expenses ECLL
71,342
n/a
NPBT DI
4,755,269
333,521
NPBT PL
(3,580)
n/a
NPBT ECLL
88,715
n/a
A comparison of revenue, expenses and Net Profit Before Tax (NPBT) is meaningless as DI was accounted for only 2
months and PL was consolidated for 10 months. ECLL was consolidated for the full period. The table above shows the
financial metrics for review.
Group operating loss for the year was £669,607 (2023: £810,883). Total Group comprehensive profit amounted to
£1,866,188 (2023: £887,038 loss).
Basic profit per share for the year was 2.48p (2023: 1.71p). Diluted profit per share for the year was 1.44p (2023: 1.71p).
As at 31 October 2024 the Group held £279,725 (2023: £858,024) in cash and cash equivalents.
Financing and capital structure
During the year under review, on 28 August 2024 the Company issued 12 Convertible Loan Notes (“CLNs”) in tranches
of £250,000. Surich Real Estate Opportunity Fund SPC (“SPC” or the “Noteholder” respectively) subscribed for £3.00m
CLN’s and as such 12 CLN’s were issued.
The Noteholder indicated that should the Company require further funding it would be amenable to subscribe for more.
As a result, after year end, on 25 November 2024, the Company issued a further CLN to SPC for £250,000. This gives SPC
a total of 13 CLNs at a nominal value of £3.25m. Each tranche of loan notes will have an initial term of 3 years from the
date of the certificate being issued to the relevant noteholder (the “Loan Note Instrument”). SPC is wholly owned and
controlled by Mr Ziwei Peng, Mr Peng is the owner and controller of Golden Nice International Group Limited, which holds
a 24.55% interest in the issued share capital of the Company. Given Mr Peng’s holding in the Company, the issue of the
Financial review (continued)
8
Everest Global Plc
Annual report for the year ended 31 October 2024
CLNs to SPC was a related party transaction for the purposes of Rule 7.3 of the Disclosure Guidance and Transparency
Rules.
Acquisition strategy
The Company considered several acquisitions during the year under review but felt the risk profile and capital matching
involved did not represent an appropriate fit and decided not to proceed. The Company will again be actively looking for
new acquisitions to bolster its operations and will as a result in all likelihood seek to raise more capital by way of both
debt and equity.
Key performance indicators ('KPI')
Year ended
31 October
2024
Year ended
31 October
2023
£
£
Turnover
437,768
-
Gross profit
108,054
-
Cash on hand and in bank
279,725
858,024
Underlying operating loss
(669,607)
(810,883)
The Board use these indicators as a high-level indication of how the Group is performing and therefore how to actively
improve the performance.
The KPIs used are reflective of the business as at 31 October 2024. Therefore, the profit and loss KPI will include only PL
and similarly the balance sheet will only include PL. As a result of the acquisition and subsequent disposal, the KPIs in
future years will reflect this change in the Group.
Due to the transactions undertaken in the year, the financial data shown above has been changed to reflect the reporting
requirement under IFRS. Therefore, we are now showing 2023’s numbers with a retrospective view as a result of the
disposal of DI. It is therefore difficult to discuss in a meaningful way the changes when there is no comparative.
Turnover is the income for the Group and therefore is vital to enable the Group to continue with its current business
model. Gross profit is an indication that the underlying business is profitable. This is because gross profit is turnover less
any direct costs. With our new group formed we will look to grow turnover in the knowledge that it is profitable. We have
a 25% gross profit margin, which is healthy and a metric we will continue to meet as PL grows. This approach will allow
the business to grow and reinvest in itself or pay out to its shareholders in the longer term.
As a Company that invests in companies, having direct access to capital via the ability to issue further CLNs/equity to
our supportive substantial shareholder is invaluable to cover ongoing costs and also to be able to invest in new
businesses. Investment opportunities can arise from anywhere and by having adequate access to funds, the Group is
able to actively scour the market for these opportunities.
Finally, operating loss takes into consideration overheads of the Group. The Group, including discontinued operations,
has post tax profits of £4.125 million, this is not a direct indication of performance due to the transactions undertaken
Financial review (continued)
9
Everest Global Plc
Annual report for the year ended 31 October 2024
in the year. The Group profit post tax takes into consideration of the unwinding of the loan outstanding to K2 from DI. As
a result, there is a large finance income receivable, further details on the discontinued operations are document in note
4. This year we have pivoted the business from an African focus to a UK and European focus with retail footprint rather
than manufacturing.
We would hope to see improvements in these KPIs as we move forward. This isn't going to occur in the short term as we
purchase businesses, however in the medium to long term we envisage a cash generative and profitable group with
growing turnover.
The Group uses financial instruments to aid in the ongoing objectives of the business. Further details on the Group’s
financial instruments, can be found at note 29.
Principal risks and uncertainties for the Group
10
Everest Global Plc
Annual report for the year ended 31 October 2024
The Directors consider the following risk factors to be of relevance to the Group’s activities. It should be noted that the
list is not exhaustive and that other risk factors not presently known or currently deemed immaterial may apply. The
material risk factors are summarised below:
i.
Failure to identify or anticipate
future risks
Although the Directors believe that the Group’s risk management
procedures are adequate, the methods used to manage risk may not
identify or anticipate current or future risks or the extent of future
exposures, which could be significantly greater than historical measures
indicate.
ii.
The Company may be unable to
raise funds to complete any
further acquisitions for growth
The Company intends to make further acquisitions in the food and beverage
industry with a focus on the beverage distribution and production sector in
the UK and the rest of Europe. Although the Company has not formally
identified any prospective targets, it cannot currently predict the amount of
additional capital that may be required.
iii.
Ownership and Reverse
Takeover risks
The Company’s next acquisition may be a Reverse Takeover. If an
acquisition is made, its business risk will be concentrated in a single target
until the Company completes an additional acquisition, if it chooses to do
so. In the event that the Company acquires less than a 100 per cent. interest
in a particular entity, the remaining ownership interest will be held by third
parties and the subsequent management and control of such an entity may
entail risks associated with multiple owners and decision-makers. In
circumstances where the Company were to undertake a Reverse Takeover
(or analogous transaction) requiring the eligibility of the Company to be re-
assessed, the Company would be required to meet the minimum market
capitalisation requirement of £30,000,000 to maintain its listing as well as
satisfy the requirements of the Equity Shares (commercial companies)
category of the new UK listing rules which came into effect on 29 July 2024.
In the event that the Company is unable to satisfy these requirements, the
Company would be unable to meet the eligibility requirements to maintain
its listing and would be required to de-list, meaning the shareholders of the
Company would hold shares in a non-trading public company (assuming it
would be unable to secure a listing or quotation on another exchange).
iv.
Reliance on consistent supply
The beverage industry is dependent on prompt supply and quality
transportation of beverage ingredients and finished goods. Disruptions
such as adverse weather conditions, natural disasters and labour strikes in
places where supplies of beverage ingredients are sourced could lead to
delayed or lost deliveries or deterioration of ingredients and may, amongst
other things, result in an interruption to the business of the Group or a
failure of the Group to be able to comply with relevant legislation and
provide quality food / beverage and services to customers, thereby
damaging its reputation.
v.
Maintenance of quality of
products and services
In the beverage industry, it is essential that the quality of products is
consistent. Any inconsistency in the quality of products may result in
customer dissatisfaction and hence a decrease in their loyalty.
Principal risks and uncertainties for the Group (continued)
11
Everest Global Plc
Annual report for the year ended 31 October 2024
vi.
Identifying a suitable
acquisition target
The Board has adopted an acquisition strategy to make acquisitions in the
beverage industry with a focus on the beverage distribution and production
sector in the UK and the rest of Europe. This has directly led the Company
to acquire PL, a wine retailer in the South of England. The Company will be
dependent upon the ability of the Directors to identify suitable acquisition
opportunities in the future and to implement the Company’s strategy.
vii.
Demand for the Company’s
products may be adversely
affected by changes in
consumer preferences
The Company’s success will depend heavily on the maintenance of the
brands in which it invests and the ability of the Company to adapt the
companies in which it invests, taking into consideration the changing needs
and preferences of its customers. Consumer preferences, perceptions and
spending habits may shift due to a variety of factors that are difficult to
predict and over which the Group has no control (including lifestyle,
nutritional and health considerations). Any significant changes in consumer
preferences or any failure to anticipate and react to such changes could
result in reduced demand for the Group’s products and weaken its
competitive position.
viii.
Highly competitive sector
Although the beverage distribution and production sector is a highly
competitive one in which barriers to entry are often low, the alcohol
industry, like any other, has its own set of barriers to entry that can make it
challenging for new players, to establish themselves.
ix.
Actions of third parties,
including contractors and
partners
The Group may be reliant on third parties to provide contracting services.
There can be no assurance that these relationships will be successfully
formed or maintained. A breach or disruption in these relationships could
be detrimental to the future business, operating results and/or financial
performance of the Group.
Specific subsidiary risks & uncertainties
12
Everest Global Plc
Annual report for the year ended 31 October 2024
i.
Sector risk alcohol
beverage distribution
and retail
Regulatory Compliance: The alcohol industry is heavily regulated. Businesses must
comply with various laws and regulations regarding licensing, labelling, advertising,
and sales.
Supply Chain Management: Managing a complex supply chain is crucial. This includes
coordinating with multiple suppliers, tracking inventory, and ensuring timely
deliveries. Any disruptions can affect product availability and profitability.
Quality Control: Maintaining product quality is essential to avoid consumer
dissatisfaction and potential health risks. Strict quality control measures are
necessary to ensure the safety and consistency of alcoholic beverages.
Market Competition: The alcohol beverage market is highly competitive. Businesses
must continuously adapt to changing consumer preferences and market trends to
stay relevant and profitable.
Reputation Management: Negative publicity, whether from regulatory violations or
quality issues can harm a business's reputation. Effective risk management strategies
are essential to protect and maintain a positive brand image.
ii.
Environmental risks
and hazards
All phases of the Group’s operations are subject to environmental regulation in the
areas in which it operates. Environmental legislation is evolving in a manner that may
require stricter standards and enforcement, increased fines and penalties for non-
compliance, more stringent environmental assessments of proposed projects and a
heightened degree of responsibility for companies and their officers, Directors and
employees.
There is no assurance that existing or future environmental regulation will not
materially adversely affect the Group’s business, financial condition and results of
operations. Environmental hazards may exist on the properties on which the Group
holds interests that are unknown to the Group at present. The Board manages this risk
by working with environmental consultants and by engaging with the relevant
governmental departments and other concerned stakeholders.
iii.
Internal control and
financial risk
management
The Board has overall responsibility for the Group’s systems of internal control and
for reviewing their effectiveness. The Group maintains systems which are designed to
provide reasonable but not absolute assurance against material loss and to manage
rather than eliminate risk.
The key features of the Group’s systems of internal control are as follows:
• Management structure with clearly identified responsibilities;
• Production of timely and comprehensive historical management information
presented to the Board;
• Detailed budgeting and forecasting;
• Day to day hands on involvement of the Executive Director and Senior
Management; and
• Regular Board meetings and discussions with the Non-Executive Directors.
The Group’s activities expose it to several financial risks including cash flow risk,
liquidity risk and foreign currency risk. More details on financial risk are at note 29 of
our financial statements.
iv.
Cashflow risk,
liquidity risk and
credit risk
More details on each of these risks as well as the Company’s risk management policy
are at note 29 of our financial statements.
Managing risks & internal controls
13
Everest Global Plc
Annual report for the year ended 31 October 2024
The Company continually identifies the risks that could affect its goals and operations. It assesses the likelihood and
impact of each risk, and prioritises them accordingly.
Internal controls are designed and implemented to mitigate or reduce the risks, or transfer or avoid them if possible. The
Directors monitor and evaluate the effectiveness and efficiency of the internal controls, and identify any gaps or
weaknesses as well as review and update the internal controls periodically, or when there are significant changes in the
business environment or objectives.
The key features of the Group’s systems and internal controls have been detailed in risk four of the specific subsidiary
risks and uncertainties on page 12.
The Group does not undertake in any instruments to hedge its exposure, further details of our risks can be found in note
29.
Going concern & viability statement
14
Everest Global Plc
Annual report for the year ended 31 October 2024
The Directors have reviewed the Group‘s forecast financial position for the 12 months following the Board’s approval of
these financial statements. The Group‘s business activities, financial standing, and factors likely to influence its future
development, performance, and position were reviewed by the Board. Following a full analysis of the Company, the
Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence
for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing the
financial statements.
During the year, the Group did not raise any additional equity funding (2023: £699,930). The Company did, however, issue
12,500,000 shares at a value of 4 pence per Ordinary Share (being a premium of 23.08 per cent. compared to the closing
middle market price of 3.25 pence per Ordinary Share on 15 December 2023), as consideration for the acquisition of the
entire share capital and loan assignment by the previous owner and directors of PL, valuing the transaction at £500,000.
In addition, the Company converted £nil (2023: £300,000) of CLNs into new ordinary shares. The Company also issued
12 Convertible Loan Notes (“CLNs”) in tranches of £250,000 raising £3.00m (2023: £nil).
Post year end, the Company a issued a further CLN of £250,000 under the terms of the Loan Note Instrument. In addition,
SPC advanced an amount of approximately £155,000 over and above the CLN, which is being used for the ongoing cash
requirements of the business.
The Directors have prepared cash flow forecasts. These forecasts consider operating cash flows and the capital
expenditure requirements for the Company as well as its subsidiaries, available working capital and forecast
expenditure, including overheads and other costs. The Directors are of the opinion that the Group has sufficient working
capital and that no additional funding is required other than that what has been raised. Based upon the Company’s
forecast, it has sufficient cash for the foreseeable future.
Based on the results of this analysis, the Directors have a reasonable expectation that the Group will be able to continue
in operation and meet its obligations as they fall due over the period to February 2026.
.............................
Xin (Andy) Sui
On behalf of the board
Date: 27 February 2025
Directors' report
15
Everest Global Plc
Annual report for the year ended 31 October 2024
16
Chief Executive Officer’s statement
18
Board of Directors
21
Key activities of the Board during the year
21
Directors’ and board duties
22
Corporate governance
27
Board diversity
29
Task force on climate related financial disclosures (TCFD)
31
Responsibility statement
32
Remuneration Committee report
34
Audit Committee report
35
Directors' report
Board of Directors
16
Everest Global Plc
Annual report for the year ended 31 October 2024
The following Directors have held office in the year:
Xin (Andy) Sui Chief Executive Director
Member of the audit committee
Member of the remuneration committee
Robert Scott Non-Executive Director
Member of the audit committee
Member of the remuneration committee
Simon Grant-Rennick Non-Executive Director
Chair of the audit committee
Member of the remuneration committee
Feng Chen Non-Executive Director (appointed 1 June 2024)
Xin (Andy) Sui - Chief Executive Director
Andy Sui has over 11 years of investment banking experience. Andy started his career at Barclays Capital on the trading
desk. He eventually became Chief Risk Officer (CRO) at Union Bank of India (UK) managing a balance sheet of over $1
billion. Andy is also a co-founder of London Capital Homes Ltd managing over 120 residential properties and focusing
on property development projects in the North of England. Andy has a Master’s Degree from the London School of
Economics (LSE) in Finance and a number of financial market qualifications.
Robert Scott - Non-Executive Director
Robert has principal responsibility as being the director responsible for the overview of the management of DI, the
Group’s spice manufacturing business that was disposed of post year end, in January 2024. He has over 30 years’
financial and investment management experience with the last twenty years specifically focussed on, executive
management, finance, corporate governance, acquisitions and investor management. Rob is a Chartered Accountant
(CA(SA)) by profession. He served as Country Manager for Lonrho and was the General Manager of Uramin’s South
African operations. He held executive and senior positions with a number of companies across a number of countries in
Southern Africa. He has been involved in such broad industries as mining, food manufacturing, hotels, agriculture,
shipping, consumer products and construction amongst others. Robert has been a Director of DI for 12 years and is
responsible for setting the strategy for DI with management and ensuring implementation. He has an intimate
understanding of its day-to-day operations. He has served on a number of other public and private Company boards.
Robert began his career and qualified with Deloitte South Africa after obtaining his Certificate of Theory of Accounting
(CTA) from the University of Cape Town. Rob’s broad understanding of finance, markets, acquisitions and corporate
governance will greatly assist the Group in its growth plans.
Simon Grant-Rennick - Non-Executive Director
Simon graduated from Camborne School of Mines (BSc Hons Mining Engineering, ACSM) and has been actively involved
in the mining and metal trading industry for over 40 years. He has also been active in the agriculture space in Southern
Africa, from the growing of macadamia nuts to chillies and paprika, amongst other crops and game farming with his own
game farm. Simon has served as chairman and executive director of various private and public companies in Australia,
America and UK (LSE, ASX) over various global industries in agriculture, mining, property and technology.
Board of Directors (continued)
17
Everest Global Plc
Annual report for the year ended 31 October 2024
Feng Chen - Non-Executive Director
Mr Chen holds an MSc from the University of Reading and is the Chief Executive Director of PL, the wine retailer in the
Southeast of England, that the Company acquired in January 2024. In addition, Mr Chen is currently a director of the
following companies - T Warriors Brewery UK Limited, Pi Distribution Investment Ltd, Seewoo Drinks Ltd
Mr Feng has also been a director of CS United Fish Company Limited in the last five years.
Chief Executive Officer's statement
18
Everest Global Plc
Annual report for the year ended 31 October 2024
The year ended 31 October 2024 was satisfactory. We acquired Precious Link (UK) Limited (‘PL’) and have integrated this
business into our financial reporting systems. Following the acquisition, we concluded the disposal of Dynamic
Intertrade (Pty) Ltd on 16 January 2024.
On 10 January 2024 the Company issued 12,500,000 new ordinary shares of £0.02 in the Company to Pi Distribution
Investment Ltd (‘PI’) as consideration (‘Consideration Shares’) for the purchase of PL. The Company further announced
that due to an internal restructure of the vendors affairs, PI assigned the Consideration Shares due to it to Mr Feng Chen,
and signed all relevant and required indemnities in favour of, Mr Feng Chen. Mr Feng Chen was the ultimate beneficial
owner of PI. As a result, the Consideration Shares were issued to Mr Feng Chen. This concluded the acquisition of PL.
As part of our quest to access further pools of capital we acquired a strategic stake of 33% of the issued share capital of
Ace Jumbo Ventures Limited ('AJV') for US$20,000 from Giga Treasure Limited, which was announced on 9 April 2024,
but remained subject to regulatory approval. Given regulatory approval had not been granted by the period end the
investment in AJV has not been recognised in these accounts. AJV is the parent company of Giga (Hong Kong) Limited, a
company incorporated in Hong Kong, which holds a licence to carry out the provision of advice on securities (Type 4
Licence) and a licence to carry out asset management related regulated activities (Type 9 Licence) under the Securities
and Futures Ordinance in Hong Kong (the "Licences"). The Directors of the Company believe that holding an interest in
the Licences will help facilitate future fundraisings to be undertaken by the Company from investors based in Hong Kong.
The Company also purchased a Hong Kong incorporated company called Everest (Hong Kong) Securities Limited
('EHKS'), for HK$1 with the intention of facilitating capital raising. EHKS at the time of purchase was a dormant entity and
at the time of signing these accounts, remains dormant. Once trading however, the Directors believe that EHKS will
enhance the credibility and hence the ability, for the Group to raise capital in China and Hong Kong.
The Company did not undertake any further operational acquisitions during the period as the Board considered the risk
profiles of the businesses reviewed were not appropriate in terms of risk or capital structure. We continue to actively
seek other strategic acquisitions.
From a capital raising perspective, the Company raised funds via the issue of CLN’s, which has been used for working
capital. Any excess capital has been applied to short term lending to external parties. It will give the Company the ability
to have resources should an appropriate acquisition present itself and the loans are all repayable in less than 1 year. The
loans even though not repayable on demand, have short term maturity dates. If an acquisition where to present itself,
we wouldn’t continue to lend the funds out and be able to recoup the funds back into the Group. The time horizon on a
new purchase from identification to completing due diligence and finally purchasing, would allow all loans to be repaid.
On 28 August 2024 the Company received £3.00 million from the subscription of New Convertible Loan Notes. These
were part of the constituted loan note instrument pursuant to which the Company may issue up to £50 million
convertible loan notes (“CLNs”) in tranches of £250,000 at any time. Each tranche of CLNs will have an initial term of 3
years from the date of the certificate being issued to the relevant noteholder (the ‘Loan Note Instrument’).
During the year, the Company issued 12 unsecured CLNs to Surich Real Estate Opportunity Fund SPC (‘SPC’ or the
‘Noteholder’ respectively) in an aggregate value of £3.00m. SPC is wholly owned and controlled by Mr Ziwei Peng. Mr
Peng is the owner and controller of Golden Nice International Group Limited, which holds a 24.55% interest in the issued
share capital of the Company. Given Mr Peng’s holding in the Company, the issue of the CLNs to SPC is a related party
transaction for the purposes of Rule 7.3 of the Disclosure Guidance and Transparency Rules.
Chief Executive Officer's statement (continued)
19
Everest Global Plc
Annual report for the year ended 31 October 2024
The material terms of the CLNs are:
- the aggregate principal amount of the CLNs is limited to £50m and they will be issued in integral multiples of
£250,000;
- the CLNs issued pursuant to the Loan Notes Instrument are unsecured;
- the term of each tranche of CLNs is 3 years from the date of the certificate of the applicable CLNs;
- they are convertible into ordinary shares of £0.02 each in the issued share capital of the Company (“Ordinary
Shares”);
- the Noteholder will not be able to convert CLNs in the first 12 months from the date of issue of such CLNs;
- the Noteholder will not be able to convert CLN if, in any rolling 12-month period, the Company has already issued
20% of its entire issued share capital, unless:
• a prospectus is published by the Company which includes a disclosure referring to the conversion of such CLNs
and admission of the new Ordinary Shares to the Official List of the Financial Conduct Authority and to trading
on the London Stock Exchange’s main market for listed securities; and
• the issue of such new Ordinary Shares will not result in such noteholder, together with any persons acting in
concert with it, holding 30 per cent. or more of the voting rights of the Company at any time;
- the Noteholder will not be able to convert CLNs to the extent that such noteholder, together with anyone acting in
concert with them, will hold 30% or more of the voting rights in Everest, unless independent shareholders have given
their approval and the Takeover Panel has waived the obligation to make an offer for the entire issued share capital
of Everest;
- the Noteholder may request the payment of interest on the anniversary date of the issue of the CLNs to them or
request that the interest is rolled up and capitalised;
- the interest rate that will be applied to outstanding CLNs s is 6% per annum;
- the conversion price of the CLNs is a price per Ordinary Share of £0.04;
- at the end of the term of each tranche of CLNs (or such other date that the Company notifies the relevant noteholders
in writing in respect of such tranche of CLNs), Everest will repay the principal amount of such tranche of CLNs not
converted, plus accrued interest, by issuing new ordinary shares or cash (at the Company’s election) ; and
- the CLNs can only be transferred to a party approved by the Directors.
On 26 November 2024 a further CLN of £250,000 was issued to SPC under the terms of the Loan Note Instrument. This
resulted in 13 CLNs with an aggregate value of £3.250 million being issued. In addition, SPC advanced an amount of
approximately £155,000 over and above the CLN which will attract the same interest rate as the CLNs (being 6 per cent.
per annum) (“Advanced Funds”) and, if and when topped up to £250,000, can be converted into a CLN under the Loan
Note Instrument.
As at today’s date, excluding any accrued interest, £3,504,450 of issued convertible loan notes remain outstanding
pursuant to convertible loan note deeds, all of which are held by companies owned or controlled by Mr Ziwei Peng.
Of the £3million received through the issue of the CLNs £2.7 million has been lent to ECLL, which in turn lends to third
parties. ECLL is acting as a treasury function for the group and enables funds to be proactively managed while we await
Chief Executive Officer's statement (continued)
20
Everest Global Plc
Annual report for the year ended 31 October 2024
a strategic acquisition opportunity. The loans are repayable within 12 months of the issue of the loan. These are short
term transactions.
During the year, shares were issued and the current shares in issue is as follows:
Total number of Ordinary Shares in issue and listed on 31 October 2023
64,888,855
Number of Ordinary Shares issued pursuant to the acquisition of Precious Link UK Limited
12,500,000
Total number of Ordinary Shares in issue and listed on 31 October 2024
77,388,855
The focus for 2025 will be the same as the previous year being the growth in the food and beverage business via
acquisition and joint ventures. However, our intention is to be a little more aggressive. The Company will continue to
match acquisitions and joint ventures that require capital to fundraising initiatives.
Our auditors, RPG Crouch Chapman LLP ('RPGCC') are now in their third annual cycle and it has been a pleasure working
with them. In addition, as announced on 1 August 2024, the Company appointed Mr Michael Bennett as Company
Secretary and changed its registered office to 7th Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW.
Finally, I would like to thank all our customers, service providers, shareholders, staff and my fellow Directors for all their
assistance and support during the year under review.
.............................
Xin (Andy) Sui
Chief Executive Officer
Date: 27 February 2025
Key activities of the board during the year
21
Everest Global Plc
Annual report for the year ended 31 October 2024
Meetings attended:
Xin (Andy) Sui
Robert Scott
Simon Grant-
Rennick
Feng Chen*
Board meetings
15
15
15
5
Audit Committee meetings
-
2
2
-
Remuneration Committee meetings (included
as part of the board meetings)
N/A
N/A
N/A
N/A
* Feng Chen was appointed a director on 1 June 2024.
Directors’ and Board duties
The duty of a director, as set out in section 172 of the Act, is to act in the way they consider, in good faith, would be
most likely to promote the success of the Company for the benefit of its members, and in so doing have regard,
amongst other matters, to:
1. the likely consequences of any decision in the long term;
2. the interests of the Company's employees;
3. the need to foster the Company's business relationships with suppliers, customers and others;
4. the impact of the Company's operations on the community and the environment;
5. the desirability of the Company maintaining a reputation for high standards of business conduct; and
6. the need to act fairly as between members of the Company.
The duties and responsibilities of the collective Board are:
1. to promote the success of the Company;
2. to exercise independent judgement;
3. to exercise reasonable care, skill and diligence;
4. to avoid conflicts of interest;
5. not to accept benefits from third parties; and
6. to declare interests in transactions or arrangements.
Corporate governance
22
Everest Global Plc
Annual report for the year ended 31 October 2024
As a company with an Equity Shares (Transition) listing, the Company is not required to comply with the provisions of the
UK Corporate Governance Code published by the Financial Reporting Council. Nevertheless, the Directors are
committed to maintaining high standards of corporate governance and, so far as is practicable given the Group’s size
and nature, adopts and complies with the QCA Corporate Governance Code 2023 ('QCA Code') on a comply or explain
basis. A copy of the QCA Code is publicly available at https://www.theqca.com.
The Company does depart from the QCA Code. This isn't the intention of the Board but is circumstantial for the
Company.
The complexity of the Board's needs remains limited and therefore the size of the board is limited to what is required and
needed currently. As the Company grows it will require additional skills on the Board. This will provide greater
governance with the addition of a chairperson, more independent Non-Executive Directors, the formation of a stand-
alone nomination committee and well as other committees being formed of individuals rather than the entire Board.
Theme
How the Company endeavours to achieve the theme
Principle
1.
Establish a purpose, strategy
and business model which
promotes long-term value for
shareholders.
The Company is a holding company. Its main operational subsidiary,
which makes up the operational group with the Company (‘the Group’), is
a business involved in the distribution of the wider food and beverage
industry. The Company's strategy is to acquire profitable businesses
within the sector and leverage existing management and the Company’s
ability to access capital and new talent.
The Company’s strategy for growth is to:
• Acquire profitable businesses within the sectors we operate;
• Leverage the internal skills that is has and where necessary bring
in the appropriate skills;
• Ensure the underlying business has access to sufficient growth
capital while being aware of the actual cost of capital and the
returns that are required to be generated; and
• Create a company that engages all our people with a common set
of values and goals.
Our can-do culture feeds into our strategy, which is being pursued both
organically and, as opportunities arise, by relevant acquisitions.
There is another subsidiary which places excess cash at reasonable rates
to ameliorate the cost of the CLN’s.
Corporate governance (continued)
23
Everest Global Plc
Annual report for the year ended 31 October 2024
Principle
2.
Promote a corporate culture
that is based on ethical values
and behaviours.
The Board promotes a corporate culture that is based on sound ethical
values and behaviours. The Board has a clear understanding of the
business’s culture and works to ensure that these sound ethical values
are reflected throughout the organisation.
The Company has policies in place covering key matters such as ethical
conduct; anti-bribery and corruption; data protection, equality, diversity
and inclusion; and whistleblowing. These are communicated to all
employees and rigorously enforced.
The policy outcomes are reflected in the actions and decisions of the
Board and staff within the Company.
Principle
3.
Seek to understand and meet
shareholder needs and
expectations.
The Company is committed to listening and communicating frankly and
honestly with its shareholders and stakeholders to ensure that its
strategy, business model and performance are clearly understood.
Communication with shareholders and stakeholders is undertaken
through press releases, general presentations, the release of the annual
and interim results, meetings and the website.
There is regular dialogue with shareholders to ensure that the members
of the Board develop an understanding of their views and concerns. The
AGM is also a forum for dialogue between investors and the Board.
Copies of these and other information for shareholders is provided on our
website.
Principle
4.
Take into account wider
stakeholder interests,
including social and
environmental
responsibilities, and their
implications for long-term
success.
The Company has acknowledged that its customers, suppliers,
professional advisers and most specifically its own staff have been
instrumental in the growth and success of the business to date. The
Company prides itself on its high standard of customer service. It further
relies on a number of suppliers to provide its products, raw materials and
services and develops strong relationships with these suppliers.
The Company works closely with relevant regulatory and statutory bodies
as they shape policy to prevent harm to consumers and businesses and
the environment within which the Company operates.
The Company encourages development of existing staff and ensures that
learning opportunities are available.
The Company is committed to engaging with the communities in which it
operates.
Principle
5.
Embed effective risk
management, internal
controls and assurance
activities, considering both
opportunities and threats,
throughout the organisation.
The Board has ultimate responsibility for the Group’s system of internal
controls and for reviewing its effectiveness. The Company operates a
robust structure for risk management in each area of the business which is
designed to identify actual and potential risks that may impact the Group’s
strategy and the daily operation of the business.
Corporate governance (continued)
24
Everest Global Plc
Annual report for the year ended 31 October 2024
This process includes the identification, evaluation and scoring of risks
based on the likelihood of occurrence, the potential impact, and the
adequacy of the mitigation or control actions in place.
The Company’s principal risks are listed with a short description of their
potential impact and what is being done to mitigate them annually in our
Annual Report.
The Company has an established framework of internal financial controls,
the effectiveness of which is reviewed by the Audit Committee, the Board
and the management of the underlying businesses.
Financial controls
The Board is responsible for reviewing and signing off the overall Company
strategy, including approving revenue, profit and capital budgets. Regular
detailed board packs are provided to and discussed by the Board, which
includes amongst other things:
• the financial results of the Group (income statements, cash flows,
capital expenditure and balance sheets); and
• monthly variances to budget and prior year. Forecasts for the
current financial year are regularly revised and presented to the
Board, in light of actual performance, to ensure that information is
up to date and any risks in meeting year-end numbers can be
identified and mitigated as soon as possible.
The Audit Committee assists the Board in discharging its duties regarding
the financial statements, accounting policies and the maintenance of
proper internal financial controls.
There is a comprehensive annual budgeting process, producing a detailed
integrated profit and loss, balance sheet and cash flow, which is approved
by the Board.
Non-financial controls
The principal elements of the Group’s internal non-financial controls
include:
• close management of the day-to-day activities of the Group by the
Executive Directors and the Board;
• an organisational structure with defined levels of responsibility,
which promotes entrepreneurial decision-making and rapid
implementation while minimising risks; and
• existence of a business risk register. Risks facing the business are
periodically re-assessed, and mitigating actions are considered
and implemented when necessary to help protect the business.
Principle
6.
Establish and maintain the
board as a well-functioning,
balanced team led by the
chair.
The Board comprises four Directors, one of whom is an Executive Director
and three of whom are Non-Executive Directors. One Non-Executive
Director is the Executive Director of PL. This reflects an appropriate blend
of different experience and backgrounds. Of the Non-Executive Directors,
Corporate governance (continued)
25
Everest Global Plc
Annual report for the year ended 31 October 2024
the Group regards Simon Grant-Rennick as an Independent Non-Executive
Director within the meaning of the UK Corporate Governance Code 2018.
Further details on the Board of Directors including their biographies are on
page 16 on this report and on our website. Details of the Board and
Committee meetings attendance are also detailed in our Annual Report.
The Company has effective procedures in place to address conflicts of
interest. The Board is aware of the other commitments and interests of its
Directors and changes to these commitments and interests are reported to
and, where appropriate, agreed with the rest of the Board.
Principle
7.
Embed effective risk
management, internal
controls and assurance
activities, considering both
opportunities and threats,
throughout the
organisation.
Board of Directors
The role of the Board of Directors is to promote the long-term success of
the Company and sustainably grow shareholder value. The Board has
responsibility for the management, direction and performance of the Group
and for ensuring that appropriate resources are in place to achieve its
strategy. The Board directs and reviews the Group’s operations within an
agreed framework of controls. This allows risk to be assessed and managed
within agreed parameters. There is a clear division of responsibility across
the Board:
• the Board is responsible for running the business of the Board and
for ensuring appropriate strategic focus and direction; and
• the Chief Executive Officer is responsible for proposing the
strategic focus to the Board, implementing it once it has been
approved and overseeing the management of the Company.
The Board has established Audit and Remuneration Committees. Given all
members of the Board are member of the Remuneration Committee, the
Remuneration and Risk and Environmental Social Governance (ESG) are
dealt with within the Board directly. All of the Board committees operate
under approved terms of reference. Each of the committees is made up of
the entire board, comprising the four Directors. Furthermore, there is only
one board member that is an independent Non-Executive Director.
Audit Committee: The Audit Committee is responsible for ensuring the
financial integrity of the Group through the regular review of financial
processes and performance. It confirms to the Board that all material
financial updates are fair, balanced and understandable and complies with
all applicable UK legislation and regulation as appropriate. It is also
responsible for oversight and the relationship with the external auditor,
monitoring their performance and reviewing the scope and terms of their
engagements.
Remuneration Committee: The Remuneration Committee is primarily
responsible for determining and making recommendations to the Board on
the policy for the remuneration and employment terms of the Executive
Directors and other senior executives, and for the effective implementation
of that policy.
Matters Reserved for the Board
Corporate governance (continued)
26
Everest Global Plc
Annual report for the year ended 31 October 2024
There is a formal schedule of Matters Reserved for the Board. The Board is
responsible for overall group strategy and management, financial reporting
and controls, group structure and capital, corporate governance and the
role of a nomination committee. As part of its role of nomination committee
it is primarily responsible for: leading the process and making
recommendations to the Board for the appointment of new Directors;
regularly reviewing the Board structure, size and composition (including the
skills, knowledge, independence, experience and diversity),
recommending any necessary changes and considering plans for orderly
succession; making recommendations to the Board about suitable
candidates for membership of the various committees.
Principle
8.
Evaluate board
performance based on clear
and relevant objectives,
seeking continuous
improvement.
The Company has an annual performance evaluation for the Board, its
committees and individual Directors. The Board and its committees are
satisfied that they are operating effectively.
Performance evaluations are conducted annually and the method for such
reviews continue to be reviewed by the Board to optimise the process.
Principle
9.
Establish a remuneration
policy which is supportive of
long-term value creation
and the company's
purpose, strategy and
culture.
It is the Board’s responsibility to establish an effective remuneration policy
which is aligned with the Company’s purpose, strategy and culture, as well
as its stage of development. The remuneration policy ensures that the
Board and management’s remuneration is aligned to the strategic
objectives of the business, both in short term and long-term goals. Over and
above pure financial goals Board and management are remunerated
according to pre-agreed corporate cultures and behaviours.
Remuneration goals are Specific, Measurable. Attainable, Realistic and
Time Based. The Remuneration Committee is responsible for different
remuneration structures depending on target behaviour required. Where
not mandated to be put to a binding vote, remuneration policies should at
least be put to an advisory vote.
Principle
10.
Communicate how the
company is governed and is
performing by maintaining a
dialogue with shareholders
and other key stakeholders.
The Company communicates with shareholders through the Annual Report
and Accounts, full-year and half-year announcements, the AGM, and one-
to-one meetings with large existing or potential new shareholders. A range
of corporate information (including all Company announcements and
presentations) is also available to shareholders, investors and the public
on the Company’s corporate website.
Historical annual reports are available on request where there they are not
available on the website. All governance related policies are on the website.
As soon as practicable after the AGM has finished, the results of the
meeting are released through a regulatory news service. The
announcement also provides details of the total number of votes in favour
of each resolution.
Board diversity
27
Everest Global Plc
Annual report for the year ended 31 October 2024
The Company is dedicated to promoting equal opportunities for all employees and job applicants. We aim to create an
environment that is free from discrimination and harassment, where cultural diversity and individual differences are
positively valued, and decisions are based on merit. We do not discriminate against employees on the basis of age,
disability, gender reassignment, gender identity, marital or civil partner status, pregnancy or maternity, race, colour,
nationality, ethnic or national origin, religion or belief, sex or sexual orientation.
As at 31 October 2024, being the reporting date, the Company had only four Board members of which all were men and
two had an ethnic origin other than white British. As such the Company has not met the targets specified under the Listing
Rules of having women make up 40 per cent of the Board or having a woman in at least one of the following senior
positions on its Board: (A) the chair; (B) the Chief Executive; (C) the senior independent director; and (D) the chief
financial officer. However, the Company does have two Board members from an Asian background meaning that it does
meet the target of having at least one Board member from a minority ethnic background.
The Company has not met the diversity expectation of an Equity Shares (Transition) listed company on the London Stock
Exchange. This is because the Board doesn't comprise of any women. The Board currently views its size as adequate for
the needs of the Company. As the Company's needs grow the Board will also grow which will provide the ability to create
a diverse team of Directors.
As part of our starting form for staff there are a number of questions that perform dual purposes for both commercial
needs as well as financial reporting needs. Of these questions we have been able to use: what sex do you identify as;
and what ethnic background do you come from. Both of these questions are deemed to be self-reporting as each
member of staff undertakes the questions by themselves.
Gender identity or sex
Group as at 31 October 2024
Number of Board
members
% of the
Board
Number of
senior positions
Number of
executive
management
% of executive
management
Men
4
100%
-
2
100%
Women
-
-
-
-
-
4
100%
-
2
100%
Company as at 31 October 2024
Number of Board
members
% of the
Board
Number of
senior positions
Number of
executive
management
% of executive
management
Men
4
100%
-
1
100%
Women
-
-
-
-
-
4
100%
-
1
100%
Board diversity (continued)
28
Everest Global Plc
Annual report for the year ended 31 October 2024
Ethnic background
Group as at 31 October 2024
Number of Board
members
% of the
Board
Number of
senior positions
Number of
executive
management
% of executive
management
White/British
2
50%
-
-
-
Asian
2
50%
1
1
100%
4
100%
1
1
100%
Company as at 31 October 2024
Number of Board
members
% of the
Board
Number of
senior positions
Number of
executive
management
% of executive
management
White/British
2
50%
-
-
-
Asian
2
50%
1
-
100%
4
100%
1
-
100%
Task Force on Climate-related Financial Disclosures (TCFD)
29
Everest Global Plc
Annual report for the year ended 31 October 2024
The Company operates in an environment that renders our exposure to climate-related risks minimal, therefore, the
Company has not included in this annual report and financial statement the climate related financial disclosures
consistent with the TCFD Recommendations and Recommended Disclosures. However, our commitment is unwavering
towards comprehending our environmental footprint and crafting sustainability strategies over the future relative to our
operational size. While limited in its environmental impact, our operational ethos is underscored by a proactive
approach to environmental stewardship. We detail the eleven TCFD recommendations below.
The Company intends to comply with the TCFD recommendations when it becomes appropriate given our very minimal
exposure to climate-related risks. This will probably be within the next 24-36 months. As part of this we will review our
new investments and see how they can provide accurate information to the Company to enable this reporting.
Governance
Describe the board’s oversight of climate-
related risks and opportunities.
The Board actively recognises the significance of climate-related
risks and opportunities. While the Company does not have a
dedicated climate risk committee at present, the Board is mindful
that as the business grows there will be need to evaluate how to
incorporate the evaluation of climate related risks and
opportunities practically and effectively within the Company.
Describe management’s role in assessing and
managing climate-related risks and
opportunities.
The Directors and management are aware that there will be a need
to find ways to evaluate climate-related matters within both the
management‘s operational procedures and the broader
governance structure, including potential sub-committees and
reporting mechanisms.
Strategy
Describe the climate-related risks and
opportunities the organisation has identified
over the short, medium, and long term.
In the short term, the Company's operations present a low direct
climate-related risks. Potential expansion may have an impact and
as and when, the Board will actively identify opportunities to
minimise the carbon footprint and enhance its positive impact on
environmental sustainability.
Describe the impact of climate-related risks
and opportunities on the organisation’s
businesses, strategy, and financial planning.
The present operational model intrinsically curtails its
environmental impact however the subsidiary is actively
endeavouring to reduce its impact and environmental costs.
Describe the resilience of the organisation’s
strategy, taking into consideration different
climate-related scenarios, including a 2°C or
lower scenario.
The strategy is resilient based on the nature of the current
operations. In addition, the Board is committed to reviewing and
refining its strategy in light of evolving climate-related insights as it
becomes appropriate to do so.
Task Force on Climate-related Financial Disclosures (TCFD)
(continued)
30
Everest Global Plc
Annual report for the year ended 31 October 2024
Risk management
Describe the organisation’s processes for
identifying and assessing climate-related risks.
The Company has a careful risk management process. This involves
a continuous process of identifying, assessing, responding to, and
monitoring risks, including those related to climate. While climate
change is not a principal risk our comprehensive approach ensures
that we remain vigilant to emerging climate trends and their
potential implications.
Describe the organisation’s processes for
managing climate-related risks.
Risks are identified and ranked considering both their likelihood
and potential impact. Risks that are above an expectable threshold
are given special attention. For such risks, mitigation strategies are
developed, action plans are drawn up, and responsibilities are
assigned for their implementation.
Describe how processes for identifying,
assessing, and managing climate-related risks
are integrated into the organisation’s overall
risk management.
The Board consistently reviews key risks, ensuring a
comprehensive approach that addresses both traditional and
climate-related challenges. The Company will adapt its strategies
to emerging climate insights, prioritising sustainability and
resilience.
Metrics & targets
Disclose the metrics used by the organisation
to assess climate-related risks and
opportunities in line with its strategy and risk
management process.
Given our limited carbon intensive operational model, and our
propensity to outsource many functions, our direct environmental
impact is inherently limited. We monitor our operations to ensure
alignment with best practices in sustainability.
Disclose Scope 1, Scope 2, and, if appropriate,
Scope 3 greenhouse gas (GHG) emissions, and
the related risks.
The Group’s Scope 1 and Scope 2 GHG emissions are minimal due
to our limited carbon intensive operational model. We are aware
about potential Scope 3 emissions, ensuring that our broader
supply chain also prioritises environmental sustainability. While we
are not currently subject to GHG reporting requirements, we
understand the need in the future as it becomes relevant to assess
our environmental impact and are aware of the challenges in
quantifying the complete carbon footprint of our supply chain.
Describe the targets used by the organisation to
manage climate-related risks and
opportunities and performance against targets.
The Company intends to define clear targets for further reductions
when it becomes appropriate to do so. We will regularly review and
report our performance against these targets in annual disclosures,
ensuring transparency and accountability as and when defined.
The Company is deeply committed to a sustainable future and will continuously assess its environmental impact and
adopt strategies to minimise its carbon emissions.
Responsibility statement
31
Everest Global Plc
Annual report for the year ended 31 October 2024
The Directors, whose names and functions are set out on page 16 of this annual report and accounts under the sub-
heading ‘Board of Directors’ with registered office located at 7th Floor, The Broadgate Tower, 20 Primrose Street, London
EC2A 2EW, accept responsibility for the information contained in this annual report and accounts for the year ended 31
October 2024.
To the best of the knowledge of the Directors:
• the financial statements are prepared in accordance with the applicable set of accounting standards, give a true
and fair view of the assets, liabilities, financial position and profit or loss of Everest Global Plc and the
undertakings included in the consolidation taken as a whole; and
• the management report, which comprises the Strategic Report and the section entitled ‘Chief Executive
Officer’s statement’ of the Directors’ report of this annual report and accounts, includes a fair review of the
development and performance of the business and the position of Everest Global Plc, and the undertakings
included in the consolidation taken as a whole, together with a description of the principal risks and
uncertainties that they face.
Everest Global Plc acknowledges that it is responsible for all information drawn up and made public in this report and
accounts for the period ended 31 October 2024.
Remuneration Committee report
32
Everest Global Plc
Annual report for the year ended 31 October 2024
Remuneration Committee terms of reference
The Remuneration Committee has responsibility, subject to any necessary Shareholder approval, for the determination
of the terms and conditions of employment, remuneration and benefits of the Executive Directors and certain other
senior executives, including pension rights and any compensation payments. It also recommends and monitors the level
and structure of remuneration for senior management and the implementation of share option or other performance-
related schemes. It is the aim of the committee to remunerate Executive Directors competitively and to reward
performance. The Remuneration Committee determines the Company's policy for the remuneration of Executive
Directors, having regard to the QCA Corporate Governance Code 2023.
The Remuneration Committee meets at least once a year. However, due to the structure of the business currently the
meeting was combined into a board meeting as all the members are the same as the Board. The responsibilities of the
committee covered in its terms of reference include determining and monitoring policy on and setting levels of
remuneration, termination, performance-related pay, pension arrangements, reporting and disclosure, share incentive
plans and the appointment of remuneration consultants. The terms of reference also set out the reporting
responsibilities and the authority of the committee to carry out its responsibilities.
Directors’ remuneration, shareholding and options
33
Everest Global Plc
Annual report for the year ended 31 October 2024
Remuneration
The Directors’ remuneration for the year ended 31 October 2024 is set out in the table below. None of the Directors
receive share options, long term incentives, bonus schemes or the like as part of their remuneration packages. Some
Directors receive monthly fees as invoiced for consultancy work as agreed between the Directors and the Remuneration
Committee. There are contracts for the Directors.
Group
Company
2024
2023
2024
2023
£
£
£
£
Xin (Andy) Sui
44,800
39,000
44,800
39,000
Robert Scott
63,000
34,000
63,000
34,000
Simon Grant-Rennick
28,640
50,260
28,640
50,260
Feng Chen *
5,000
-
5,000
-
Total
141,440
123,260
141,440
123,260
* This director was appointed during the year ended 31 October 2024
No pension contributions were made by the Company on behalf of its Directors.
At the year-end a total of £3,962 (2023: £2,810) was outstanding in respect of Directors’ emoluments.
Shareholding
As at 31 October 2024, the Directors of the Company held the following shares:
Director
2024
2023
Shareholdings
Percentage of
company's Ordinary
Share capital *
Shareholdings
Percentage of
company's Ordinary
Share capital **
Feng Chen
12,500,000
16.15%
-
-
Robert Scott ***
552,599
0.71%
552,599
0.85%
* Total number of Ordinary Shares in issue on 31 October 2024 – 77,388,855
** Total number of Ordinary Shares in issue on 31 October 2023 - 64,888,855
*** Shares held in Vidacos Nominees Ltd as nominee
Xin (Andy) Sui and Simon Grant-Rennick do not have any shares in the Company.
Options
There is no Option Scheme in place at the Company and no options have been issued to any of the Directors. All
options issued previously have expired.
Warrants
There were no warrants held by the Directors as at 31 October 2024.
Audit Committee report
34
Everest Global Plc
Annual report for the year ended 31 October 2024
Audit Committee terms of reference
The Audit Committee comprises the entire Board, which during the period under review was made up of three members
(until June 2024 when Mr Feng joined the Board), with only one of those members being an independent Non-Executive
Director. The committee encompasses the monitoring of risks posed to the Group on an ongoing basis, has responsibility
for, among other things, the monitoring of the financial integrity of the Group’s financial statements and the involvement
of its auditors in that process. It focuses in particular on compliance with accounting policies and ensuring that an
effective system of internal financial controls is maintained. The ultimate responsibility for reviewing and approving the
annual report and accounts and the half-yearly reports remains with the Board.
The Audit Committee meets no less than twice a year at the appropriate times in the reporting and audit cycle. It also
meets on an ‘as necessary’ basis. The responsibilities of the committee covered in its terms of reference include external
audit, internal audit, financial reporting and internal controls.
Audit Committee report
I am pleased to present the 2024 audit report. As part of the process of preparing the 2023 prospectus the Board
conducted a review of the Company’s risk management. As the Company pivoted its business model to a broader food
and beverage business, we believed it was vital for us to conduct a new and thorough understanding of how uncertainty
affects our business objectives. While we had a good understanding of these effects before, we now have a significantly
improved focus and comprehension of the risks, and this understanding enhances the Board's strategic thinking and
decision-making process. The auditors understand the group in more depth this year and there is a good working
relationship to ensure timely preparation of financial statements. The 2024 interim review and final audits have gone
smoothly with very few material issues raised. The integration of the new subsidiary PL went well, and their accounting
staff report satisfactorily to Group level. We meet with both sets of auditors and taking cognisance of the Public Interest
Entity status will assess the ongoing appropriateness of our audit process.
.............................
Simon Grant-Rennick
Chair of the Audit Committee
Date: 27 February 2025
Directors' report
35
Everest Global Plc
Annual report for the year ended 31 October 2024
The Directors have the pleasure of submitting their report and the audited financial statements for the year ended 31
October 2024.
To make our annual report and financial statements more accessible, a number of the sections traditionally found in this
report can be found in other sections of this annual report, where it is deemed that the information is presented in a more
connected and accurate way.
Principal Group activities, business review and results
Statement of disclosure to auditors
Each person who is a Director at the date of approval of this Annual Report confirms that:
• so far as the Directors are aware, there is no relevant audit information of which the Group and Parent
Company's auditors are unaware;
• the Directors have taken all the steps they ought to have taken as Directors, in order to make themselves aware
of any relevant audit information and to establish that the Group and Parent Company's auditors are aware of
that information, and
• each Director is aware of and concurs with the information included in the management report.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with
applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial
year. Under that law the Directors have elected to prepare the financial statements in accordance with International
Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom. Under company law the Directors must
not approve the financial statements unless they are satisfied that they give a true and fair view of the Company and the
Group and of the profit or loss of the Company and the Group for that year. In preparing these financial statements, the
Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether the Group and Parent Company financial statements have been prepared in accordance with IFRS
as adopted by the United Kingdom, subject to any material departures disclosed and explained in the Financial
Statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are enough to show and explain the Group
and Parent Company's transactions, disclose with reasonable accuracy at any time the financial position of the
Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 2006.
Directors' report (continued)
36
Everest Global Plc
Annual report for the year ended 31 October 2024
The Directors are responsible for safeguarding the assets of the Group and Parent Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on
the Group's website.
Annual general meeting ('AGM')
Information about the AGM can be found on page 108.
Auditors
RPGCC has expressed its willingness to continue in office and a resolution to reappoint following the 2024 annual report
being signed will be proposed at the next annual general meeting.
Branches outside the UK
Details of all branches outside the UK can be found on page 105.
Corporate governance code (the 'Code')
Information on how the Company applied the Principles and complied with the provisions of the Code may be found on
page 22.
Dividends
No dividends will be distributed for the current year (2023 - nil).
Diversity
The Group's diversity statistics are available on page 27.
Events after the reporting period
Further information on events after the reporting date are set out in note 31.
Employees
The average number of employees and their remuneration are detailed in note 6.
Directors' report (continued)
37
Everest Global Plc
Annual report for the year ended 31 October 2024
Internal control and risk management
The Group's internal controls and risk management are detailed on page 13. Additionally, its principal risks are on page
10.
Investing policy
The Company was established originally to invest in or acquire companies engaged in the agriculture and ancillary
sectors in Africa. Following the acquisition of Precious Link (UK) Limited and the sale of Dynamic Intertrade (Pty) Ltd, the
Directors intend to use their collective experience to identify appropriate investment opportunities in the wider food and
beverage industry with a focus on the beverage distribution and production sector in the UK and the rest of Europe.
Indemnity and insurance
Details of Directors’ indemnity and insurance is located on page 108.
Political donations
The Group made no political donations during the current year and previous financial period. Nor has it made any
contributions to any non-UK political party during the current year or previous financial period.
Supplier Payment Policy
It is the Group's payment policy to pay its suppliers in conformance with industry norms. Trade payables are paid in a
timely manner within contractual terms, which is generally 30 to 45 days from the date an invoice is received.
Substantial shareholders
The Group has been informed of the shareholdings that represent 3% or more issued Ordinary Shares of the Company
as at 31 October 2024. A full list of these positions can be found on page 106.
Stakeholder engagement
Details regarding the engagement with suppliers, customers and others in business relationships with the Company may
be found on page 4.
Directors' report (continued)
38
Everest Global Plc
Annual report for the year ended 31 October 2024
Non-financial reporting
Non-financial measures are an important part of our business, and we have consistently recognised the importance of
non-financial information in our annual report. The Board is committed to acting responsibility and working with our
stakeholders to manage the social and ethical impact of our activities. We aim to treat all our stakeholders fairly and
with integrity, as we explain in our climate related financial disclosures.
.............................
Xin (Andy) Sui
On behalf of the board
Date: 27 February 2025
Financial statements
39
Everest Global Plc
Annual report for the year ended 31 October 2024
40
Independent auditor's report
46
Statement of comprehensive income
47
Statement of financial position
48
Consolidated statement of changes in equity
49
Company statement of changes in equity
50
Statement of cash flows
51
Notes to the financial statements
Independent auditor's report (continued)
To the members of Everest Global Plc
40
Everest Global Plc
Annual report for the year ended 31 October 2024
Opinion
We have audited the financial statements of Everest Global Plc (the ‘Company’) and its subsidiaries (the ‘Group’) for the
year ended 31 October 2024 which comprise the Group and Company statements of comprehensive income,
statements of changes in equity, statements of financial position, statements of cash flows and notes to the financial
statements, and notes to the financial statements, including a summary of significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable law and International Financial Reporting
Standards as adopted in the United Kingdom (IFRS).
In our opinion, the financial statements:
• give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 October 2024 and of
the Group’s profit for the year then ended;
• have been properly prepared in accordance with IFRS; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the entity’s ability to continue to adopt the going concern basis of
accounting included:
• Review budgets and cash flows projections up to 31 October 2026;
• Comparison of budget to past performance;
• Sensitise cash flows for variations in trading performance and working capital requirements;
• Consider if there is any other information brought to light during the audit that would impact on the going
concern assessment;
• Review of working capital facilities and assess headroom available in the projections; and
• Review of adequacy and completeness of disclosures in the financial statements in respect of the going concern
assumption.
Based on the work that we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group’s or the Company’s ability to
continue as a going concern for a period of at least twelve months for the date of this report.
Independent auditor's report (continued)
To the members of Everest Global Plc
41
Everest Global Plc
Annual report for the year ended 31 October 2024
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Our approach to the audit
In planning our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made subjective judgements, for example in respect of
significant accounting estimates. As in all of our audits, we also addressed the risk of management override of internal
controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material
misstatement due to fraud.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an opinion on the
financial statements as a whole, taking into account the structure of the group and the parent company, the accounting
processes and controls, and the industry in which they operate.
We performed the audit of the Company and reviewed the work performed by the component auditor in addition to
performing our own tests on the Company’s subsidiary.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement we
identified (whether or not due to fraud), including those which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of the engagement team. The matters identified were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters. The use of the Going Concern basis of accounting was assessed as
a key audit matter and has already been covered in the previous section of this report. The other key audit matters
identified is described below.
Key audit matter
How our work addressed this matter
Acquisition accounting
During the year, the Group acquired 100% of Precious
Link (UK) Limited (“PL”) and 33% of Ace Jumbo Ventures
Ltd (“AJV”).
Management have consolidated PL from the date of
acquisition and have reflected their investment in AJV as
an associate.
Accounting for business combinations in accordance
with IFRS3 involves the use of judgements and estimates.
Given the subjectivity and number of estimates involved
in any such assessment, we consider the application of
acquisition accounting to be a key audit matter.
Our work included:
• Review acquisition calculations and workings for
Precious Link, Everest Capital London Limited and
Ace Jumbo Ventures Limited;
• Discussing with management the assumptions used
and obtaining support for key assumptions;
• Confirming the consistency of the accounting and
related disclosures with IFRS; and
• Review of SPA and verification of cost of acquisition.
Independent auditor's report (continued)
To the members of Everest Global Plc
42
Everest Global Plc
Annual report for the year ended 31 October 2024
Disposal of Dynamic Intertrade Pty Ltd
During the year, the Group disposed of its 51% share of
DI, which resulted in de-recognition of the net liabilities of
DI.
The results of DI are required to be consolidated up to the
date on which the Group ceased to exert control over DI.
Moreover, IFRS 5 requires that results from discontinued
operations be disclosed separately from those
attributable to continuing operations.
Given the subjectivity and number of estimates involved
in any such assessment, we consider the presentation
and disclosure of the DI disposal to be a key audit matter.
Our work included:
• Review documentation confirming the exercise of the
option for K2 Spice to acquire the remaining 51% of
DI;
• Reviewing the allocation of discontinued results
between that attributable to the shareholders of the
Company and Non-controlling interests; and
• Confirming the consistency of the accounting and
related disclosures with IFRS.
Carrying value of goodwill
Following the acquisition of PL, the Group has recognised
goodwill of £879k.
Under IFRS, management is required to perform an
annual impairment test for goodwill and assess other
intangible assets for indicators of impairment. The
impairment assessment involves significant
management judgment and estimation, particularly
regarding cash flow projections, discount rates, and
growth assumptions.
Given the subjectivity and number of estimates involved
in any such assessment, we consider the impairment of
acquisition to be a key audit matter.
Our work included:
• Evaluating the Group’s impairment assessment
methodology and comparing it with IFRS
requirements;
• Assessing the reasonableness of key assumptions
such as revenue growth rates, discount rates, and
terminal values by comparing them to market data
and historical performance;
• Performing sensitivity analysis to assess the impact
of reasonable changes in assumptions on the
impairment outcome; and
• Evaluating the adequacy of disclosures in the
financial statements in accordance with IFRS,
including key assumptions and sensitivities.
Revenue recognition
Revenue recognition is a presumed risk of fraud under
International Auditing Standards.
Given the subjectivity of estimates involved, we consider
the carrying value of property to be a key audit matter.
Our work included:
• Reviewing accounting policies adopted and ensuring
these are in accordance with IFRS;
• Confirming revenue has been recognised in
accordance with the accounting policies; and Testing
the application of cut-off to ensure that sales have
been recorded in the correct period.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below
these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial
statements as a whole.
Independent auditor's report (continued)
To the members of Everest Global Plc
43
Everest Global Plc
Annual report for the year ended 31 October 2024
We consider gross assets to be the most significant determinant of the Group’s financial performance used by the users
of the financial statements. We have based materiality on 2% of gross assets for each of the operating components.
Overall materiality for the Group was therefore set at £65,000. For each component, the materiality set was lower than
the overall group materiality.
We agreed with the Audit Committee that we would report on all differences in excess of 5% of materiality relating to the
Group financial statements. We also report to the Audit Committee on financial statement disclosure matters identified
when assessing the overall consistency and presentation of the consolidated financial statements.
Other information
The directors are responsible for the other information. The other information comprises the information included in the
annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether there is a material misstatement in the financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in
the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Independent auditor's report (continued)
To the members of Everest Global Plc
44
Everest Global Plc
Annual report for the year ended 31 October 2024
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 31 the directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease
operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable
assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of the financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
• We obtained an understanding of the legal and regulatory frameworks within which the Group operates focusing
on those laws and regulations that have a direct effect on the determination of material amounts and
disclosures in the financial statements.
• We identified the greatest risk of material impact on the financial statements from irregularities, including fraud,
to be the override of controls by management. Our audit procedures to respond to these risks included enquiries
of management about their own identification and assessment of the risks of irregularities, sample testing on
the posting of journals and reviewing accounting estimates for biases.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those
leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases
the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding
irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion,
omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
Independent auditor's report (continued)
To the members of Everest Global Plc
45
Everest Global Plc
Annual report for the year ended 31 October 2024
Other matters that we are required to address
We were appointed on 12 April 2023 and this is the third year of our engagement as auditors for the Group.
We confirm that we are independent of the Group and have not provided any prohibited non-audit services, as defined
by the Ethical Standard issued by the Financial Reporting Council.
Our audit report is consistent with our additional report to the Audit Committee explaining the results of our audit.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the company and the company’s members, as
a body, for our audit work, for this report, or for the opinions we have formed.
Paul Randall FCA (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP
Chartered Accountants
Statutory Auditors
40 Gracechurch Street
London
Date: 27 February 2025
EC3V 0BT
Statement of comprehensive income 46 Everest Global Plc Annual report for the year ended 31 October 2024 | |||||
Group | Company | ||||
Year ended | Year ended | Year ended | Year ended | ||
31 October | 31 October | 31 October | 31 October | ||
2024 | 2023 | 2024 | 2023 | ||
Notes | £ | £ | £ | £ | |
Revenue | 4 | 2,833 | - | ||
Cost of sales | ( | - | - | ||
Gross profit | 2,833 | - | |||
Other income | 5 | - | 9,231 | ||
Administrative expenses | 8 | ( | ( | (583,324) | (820,114) |
Impairments | 9 | - | - | ||
Operating loss | ( | ( | (580,491) | (810,883) | |
Finance costs | 10 | ( | ( | (120,865) | (75,975) |
Finance income | 11 | 62,331 | 6,959 | ||
Loss before tax from continuing operations | ( | ( | (639,025) | (879,899) | |
Profit/(loss) from discontinued | 4 | ||||
operations | ( | - | - | ||
Tax on profit/(loss) on ordinary activities | 12 | - | - | ||
Profit/(loss) for the year from all operations | ( | (639,025) | (879,899) | ||
Profit/(loss) attributable to ordinary | |||||
shareholders | ( | - | - | ||
Profit/(loss) attributable to non- controlling interests | ( | - | - | ||
Total comprehensive profit/(loss) | |||||
attributable to ordinary shareholders | ( | - | - | ||
Basic earnings per share - in pence | 13 | ( | |||
Diluted earnings per share - in pence | 13 | ( |
Statement of financial position
As at 31 October 2024
47
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | ||||
2024 | 2023 | 2024 | 2023 | ||
Notes | £ | £ | £ | £ | |
Assets | |||||
Non-current assets | |||||
Investment in associate | 15 | 16,465 | - | ||
Investment in subsidiaries | 15 | 515,804 | - | ||
Goodwill | 14 | - | - | ||
Property, plant & equipment | 16 | - | - | ||
Right of use asset | 27 | - | - | ||
Total non-current assets | 532,269 | - | |||
Current assets | |||||
Inventories | 17 | - | - | ||
Trade & other receivables | 18 | 3,248,960 | 258,319 | ||
Cash & cash equivalents | 19 | 59,710 | 765,814 | ||
Total current assets | 3,308,670 | 1,024,133 | |||
Total assets | 3,840,939 | 1,024,133 | |||
Equity & liabilities | |||||
Share capital | 21 | 1,547,778 | 1,297,778 | ||
Share premium | 21 | 3,752,967 | 3,502,967 | ||
Share based payment reserve | 22 | 464,734 | 464,734 | ||
Equity portion of convertible loan notes | 24 | 79,531 | 37,713 | ||
Retained earnings | ( | ( | (5,757,885) | (5,118,860) | |
Total owner's equity | ( | 87,125 | 184,332 | ||
Non-controlling interest | 23 | ( | - | - | |
Total equity | ( | 87,125 | 184,332 | ||
Non-current liabilities | |||||
Non-current lease liabilities | 27 | - | - | ||
Borrowings | 26 | - | - | ||
Convertible loan notes | 25 | 3,001,564 | 491,071 | ||
Total non-current liabilities | 3,001,564 | 491,071 | |||
Current liabilities | |||||
Current lease liabilities | 27 | - | - | ||
Borrowings | 26 | - | - | ||
Convertible loan notes | 25 | 568,555 | - | ||
Trade and other payables | 20 | 183,695 | 348,730 | ||
Total current liabilities | 752,250 | 348,730 | |||
Total equity and liabilities | 3,840,939 | 1,024,133 |
The notes on pages 51 to 102 form part of these financial statements
Company Registration No. 07913053
Group statement of changes in equity
For the year ended 31 October 2024
48
Everest Global Plc
Annual report for the year ended 31 October 2024
Share | Equity | |||||||
based | portion of | Total | Non- | |||||
Share | Share | payment | convertible | Retained | owner's | controlling | Total | |
capital | Premium | reserve | loan notes | earnings | equity | interest | equity | |
£ | £ | £ | £ | £ | £ | £ | £ | |
Balance at 31 October 2022 | ( | ( | ( | ( | ||||
Shares issued | ||||||||
Shares issued on conversion of convertible loan notes | ||||||||
Extension date of conversion of the convertible loan notes | ( | ( | ( | |||||
Warrants issued during the year | ( | |||||||
Loss for the year | ( | ( | ( | ( | ||||
Balance at 31 October 2023 | ( | ( | ( | ( | ||||
Shares issued | ||||||||
New convertible loan notes issued | ||||||||
Profit from discontinued operations | ||||||||
Loss for the year from continued | ||||||||
operations | ( | ( | ( | |||||
Balance at 31 October 2024 | ( |
Company statement of changes in equity
For the year ended 31 October 2024
49
Everest Global Plc
Annual report for the year ended 31 October 2024
Share
capital
Share
Premium
Share
based
payment
reserve
Equity
portion of
convertible
loan notes
Retained
earnings
Total
equity
£
£
£
£
£
£
Balance at 31 October 2022
923,258
3,040,115
302,176
42,539
(4,238,961)
69,127
Shares issued
254,520
445,410
-
-
-
699,930
Shares issued on conversion of convertible loan notes
120,000
180,000
-
-
-
300,000
Extension date of conversion of the convertible loan notes
-
-
-
(4,826)
-
(4,826)
Warrants issued during the year
-
(162,558)
162,558
-
-
-
Loss for the year
-
-
-
-
(879,899)
(879,899)
Balance at 31 October 2023
1,297,778
3,502,967
464,734
37,713
(5,118,860)
184,332
Shares issued as part of PL purchase
250,000
250,000
-
-
-
500,000
New convertible loan notes issued
-
-
-
41,818
-
41,818
Loss for the year
-
-
-
-
(639,025)
(639,025)
Balance at 31 October 2024
1,547,778
3,752,967
464,734
79,531
(5,757,885)
87,125
Statement of cash flows
For the year ended 31 October 2024
50
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | ||||
Year ended | Year ended | Year ended | Year ended | ||
31 October | 31 October | 31 October | 31 October | ||
2024 | 2023 | 2024 | 2023 | ||
Notes | £ | £ | £ | £ | |
Cashflows from operating activities | |||||
Operating loss | ( | ( | (580,491) | (810,883) | |
Adjusted for: | |||||
Depreciation | 16 & 27 | - | - | ||
Profit/loss on disposal of PPE | 5 | - | - | ||
Foreign exchange loss | - | - | |||
Finance costs | 10 | ( | - | - | |
Interest received | 11 | - | - | ||
Profit on disposal of investment | 5 | ( | - | (9,231) | |
Discontinued operations | - | - | |||
Changes in working capital | |||||
(Increase)/decrease in inventories | 17 | ( | - | - | |
Decrease/(increase) in receivables | 18 | ( | 8,485 | (40,141) | |
(Decrease)/increase in payables | 20 | ( | (164,387) | 188,141 | |
Net cashflow from operating activities | ( | ( | (736,393) | (672,114) | |
Investing activities | |||||
Acquisition of PPE | 15 | - | - | ||
Foreign exchange movements | 15 | - | - | ||
Purchase of subsidiaries | ( | (700,640) | - | ||
Purchase of associate | ( | (16,465) | - | ||
Profit on sale of associate | - | 9,231 | |||
Sale of associate | - | 6,154 | |||
Increase in intercompany loans | (2,752,400) | - | |||
Loans receivable | 18 | ( | ( | - | (200,000) |
Net cashflow from investing activities | ( | ( | (3,469,505) | (184,615) | |
Financing activities | |||||
Net proceeds from issue of shares | 21 | 500,000 | 699,930 | ||
Convertible loan notes issued | 3,000,000 | - | |||
Increase/(decrease) in borrowings | 26 | - | - | ||
Foreign exchange movements | - | - | |||
Capital repayments of lease liability | 27 | ( | - | - | |
Net cashflow from financing activities | 3,500,000 | 699,930 | |||
Net cashflow for the year | ( | ( | (705,898) | (156,799) | |
Opening cash and cash equivalents | 19 | 765,814 | 922,613 | ||
Foreign exchange movements | 28 | ( | (206) | - | |
Closing cash and cash equivalents | 19 | 59,710 | 765,814 |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
51
Everest Global Plc
Annual report for the year ended 31 October 2024
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
52
Everest Global Plc
Annual report for the year ended 31 October 2024
IAS 1 | Presentation of | Clarifies that liabilities are classified as | 1 January 2023 | |||||||
Financial | either | current | or | non-current, | ||||||
Statements | depending on the rights that exist at the | |||||||||
end | of | the | reporting period. | |||||||
Classification | is | unaffected | by | the | ||||||
expectations of the entity or events | ||||||||||
after the reporting date (for example, | ||||||||||
the receipt of a waiver or a breach of | ||||||||||
covenant). | The | amendment | also | |||||||
clarifies what IAS 1 means when it | ||||||||||
refers to the 'settlement' of a liability. | ||||||||||
IAS 1 & IAS 8 | 'Presentation of | Amendments to improve accounting | 1 January 2023 | |||||||
Financial | policy disclosures and to help users of | |||||||||
Statements' and | the financial statements to distinguish | |||||||||
'Accounting | between | changes | accounting | in | ||||||
policies, changes | estimates and changes in accounting | |||||||||
in accounting | policies. | |||||||||
estimates | ||||||||||
and errors' | ||||||||||
IAS 12 | Deferred taxation | These amendments require companies | 1 January 2023 | |||||||
to | recognise | deferred | on | tax | ||||||
transactions that, on initial recognition | ||||||||||
give rise to equal amounts of taxable | ||||||||||
and deductible temporary differences. | ||||||||||
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
53
Everest Global Plc
Annual report for the year ended 31 October 2024
IFRS S1 | General | IFRS S1 sets out overall requirements | 1 January 2024 | |||||
Requirements | for | for | sustainability-related | financial | ||||
Disclosure | of | disclosures | with | the | ||||
Sustainability- | objective to require an entity to disclose | |||||||
related | Financial | information | about | its | sustainability- | |||
Information | related risks and opportunities that is | |||||||
useful to primary users of general- | ||||||||
purpose financial reports in making | ||||||||
decisions | to | relating | providing | |||||
resources to the entity. | ||||||||
IFRS S2 | Climate-related | IFRS S2 sets out the requirements for | 1 January 2024 | |||||
Disclosures | identifying, measuring and disclosing | |||||||
information about climate-related risks | ||||||||
and | opportunities | that is useful | to | |||||
primary | users | of | general-purpose | |||||
financial reports in making decisions | ||||||||
relating to providing resources to the | ||||||||
entity | ||||||||
IFRS 18 | Presentation | and | IFRS 18 includes requirements for all | 1 January 2027 | ||||
Disclosures | in | entities | IFRS | applying | for | the | ||
Financial | presentation | and | disclosure | of | ||||
Statements | information in financial statements. | |||||||
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
54
Everest Global Plc
Annual report for the year ended 31 October 2024
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
55
Everest Global Plc
Annual report for the year ended 31 October 2024
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
56
Everest Global Plc
Annual report for the year ended 31 October 2024
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
57
Everest Global Plc
Annual report for the year ended 31 October 2024
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
58
Everest Global Plc
Annual report for the year ended 31 October 2024
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
59
Everest Global Plc
Annual report for the year ended 31 October 2024
Nature and timing of satisfaction of | ||||
Type of product/ | performance obligations, including | |||
service | significant payment terms | Revenue recognition under IFRS 15 | ||
Customers obtain control of the goods when the | ||||
goods have been delivered to them and have | ||||
been accepted at their premises or the agreed | Revenue is recognised when the goods are | |||
point of delivery. Invoices are generated at that | delivered and have been accepted by the | |||
Sale of goods | point in time net of rebates and discounts. | customers at their premises or the agreed | ||
Invoices are generally payable within 30 days. | point of delivery. | |||
No settlement discounts are provided for. The | ||||
sale of the goods are not subject to a return | ||||
policy. | ||||
Interest income is recognised in the income | Once a financial asset has been written | |||
statement for all interest-bearing instruments | down to its estimated recoverable amount, | |||
(whether | classified as | held-to-maturity, | interest income is thereafter recognised | |
Interest revenue | FVTOCI, FVTPL, derivatives or other assets) on | based on the effective interest rate that was | ||
an accrual basis using the effective interest | used to discount the future cash flows for | |||
method based on the actual purchase price | the purpose of measuring the recoverable | |||
including direct transaction costs. | amount. |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
60
Everest Global Plc
Annual report for the year ended 31 October 2024
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
61
Everest Global Plc
Annual report for the year ended 31 October 2024
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
62
Everest Global Plc
Annual report for the year ended 31 October 2024
Rate compared to £ (GBP) | ||
Foreign | For the year ending | For the year ending |
currency | 31 October 2024 | 31 October 2023 |
South African Rand | 23.3074 | 22.6757 |
US Dollar | 1.2990 | 1.2154 |
Hong Kong Dollar | 10.0944 | - |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
63
Everest Global Plc
Annual report for the year ended 31 October 2024
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
64
Everest Global Plc
Annual report for the year ended 31 October 2024
Geographical revenue: | ||
£ | ||
South Africa | 360,963 | For the 2 months between 1 November 2023 and 31 December 2023 |
United Kingdom | 437,768 | For the 10 months between 1 January 2024 and 31 October 2024 |
798,731 |
Segmental revenue: | ||
£ | ||
Beverages | 437,768 | For the 10 months between 1 January 2024 and 31 October 2024 |
Spice related products | 360,963 | For the 2 months between 1 November 2023 and 31 December 2023 |
798,731 |
2024 | 2023 | ||||||
Continuing | Discontinued | Total | Continuing Discontinued | Total | |||
£ | £ | £ | £ | £ | £ | ||
Turnover | 437,768 | 360,963 | 798,731 | - | 2,791,695 | 2,791,695 | |
Cost of sales | (329,714) | (272,040) | (601,754) | - | (2,104,060) | (2,104,060) | |
Gross profit | 108,054 | 88,923 | 196,977 | - | 687,635 | 687,635 | |
Other income | - | 12,963 | 12,963 | 9,231 | 13,342 | 22,573 | |
Administrative | (777,661) | (93,439) | (871,100) | (820,114) | (611,996) | (1,432,110) | |
expenses | |||||||
Operating result | (669,607) | 8,447 | (661,160) | (810,883) | 88,981 | (721,902) | |
Finance cost | (124,012) | (19,298) | (143,310) | (75,975) | (113,706) | (189,681) | |
Finance income | 163,839 | 4,766,120 | 4,929,959 | 6,959 | 17,586 | 24,545 | |
(Loss)/profit | before | (629,780) | 4,755,269 | 4,125,489 | (879,899) | (7,139) | (887,038) |
tax | |||||||
Taxation | - | - | - | - | - | - | |
(Loss)/profit after tax | (629,780) | 4,755,269 | 4,125,489 | (879,899) | (7,139) | (887,038) | |
Attributable to controlling interest | non- | - | (2,330,081) | (2,330,081) | - | 24,698 | 24,698 |
Attributable to ordinary shareholders | (629,780) | 2,425,188 | 1,795,408 | (879,899) | 17,559 | (862,340) | |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
65
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Bad debts recovered | - | 3,212 | - | - |
Profit on disposal of property, plant and equipment | - | 10,130 | - | - |
Profit on disposal of investment | - | 9,231 | - | 9,231 |
- | 22,573 | - | 9,231 |
6. Personnel expenses and staff numbers
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
The average number of employees in the year were: | ||||
Directors | 4 | 6 | 4 | 3 |
Management | 1 | 3 | - | - |
Accounts & administrative | 2 | 3 | 1 | - |
Sales | 5 | 1 | - | - |
Manufacturing/warehouse | - | 11 | - | - |
Total | 12 | 24 | 5 | 3 |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
66
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
The aggregate payroll costs for these persons were: | 277,830 | 332,440 | 160,023 | 123,260 |
Average ratio of executive pay verses | ||||
average employee pay: | 2.07 | 3.54 | ||
Average directors | 35,360 | 41,087 | ||
Average of all employees | 34,729 | 13,852 | ||
Average of non-director employees | 17,049 | 11,621 |
7. Directors’ remuneration
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Salaries and fees: | ||||
Xin (Andy) Sui | 44,800 | 39,000 | 44,800 | 39,000 |
Robert Scott | 63,000 | 34,000 | 63,000 | 34,000 |
Simon Grant-Rennick | 28,640 | 50,260 | 28,640 | 50,260 |
Feng Chen | 5,000 | - | 5,000 | - |
Total | 141,440 | 123,260 | 141,440 | 123,260 |
No pension contributions were made by the Company on behalf of its directors in the current year nor in the prior
year.
At the year-end a total of £3,962 (2023: £2,810) was outstanding in respect of directors' emoluments.
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
67
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Auditors remuneration for audit service: | ||||
parent | 78,000 | 55,000 | 78,000 | 55,000 |
Auditors remuneration for audit service: | ||||
related services | - | - | - | - |
(Over)/under-provision of prior year audit | ||||
fee | (368) | 5,000 | (368) | 5,000 |
Auditors remuneration for audit service: | ||||
subsidiary | 10,000 | 6,539 | 10,000 | 6,539 |
Brokership fees | 31,626 | 17,527 | 31,626 | 17,527 |
Legal & professional fees | 174,488 | 249,317 | 167,598 | 249,317 |
Registrar fees | 6,096 | 3,850 | 6,094 | 3,850 |
Depreciation on IFRS 16 right of use asset | ||||
(note 27) | 14,119 | - | - | - |
Gain/loss on exchange | 136 | 478 | 206 | 478 |
Personnel expenses (note 6) | 277,830 | 48,068 | 160,023 | 48,068 |
Other administrative expenses | 185,734 | 69,767 | 130,145 | 69,767 |
Subtotal | 777,661 | 455,546 | 583,324 | 455,546 |
Admission costs | - | 364,568 | - | 364,568 |
Total | 777,661 | 820,114 | 583,324 | 820,114 |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
68
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Interest paid on borrowings | (3,552) | 95,771 | - | - |
Interest accrued on convertible loan notes | 120,865 | 75,975 | 120,865 | 75,975 |
Lease liability | 6,699 | 17,935 | - | - |
124,012 | 189,681 | 120,865 | 75,975 |
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Interest earned on loans receivable | 65,419 | 6,959 | - | 6,959 |
Other fees received as part of loan setup | 98,420 | - | - | - |
Interest earned on intercompany loan | ||||
receivable | - | - | 62,331 | - |
Interest earned on favourable bank | ||||
balances | - | 17,586 | - | - |
163,839 | 24,545 | 62,331 | - |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
69
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Tax charge | - | - | - | - |
Factors affecting the tax charge | ||||
Profit/(loss) on ordinary activities before taxation | 1,866,188 | (887,038) | (639,025) | (879,899) |
Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 25% (2023: 19%) | 466,547 | (168,537) | (121,415) | (167,181) |
Tax effect of expenses not deductible | ||||
for tax | 1,848 | 2,852 | - | 14,751 |
Sale of subsidiary | (468,395) | - | - | - |
Overseas tax rate difference from UK | ||||
rate - 27% (2023: 27%) | - | 13,255 | - | - |
Tax effect of utilisation of tax losses | - | 152,430 | 121,415 | 152,430 |
Tax charge for the year | - | - | - | - |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
70
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | ||
For the year | For the | |
ended | year ended | |
31 October | 31 October | |
2024 | 2023 | |
£ | £ | |
Profit/(loss) after tax | 1,795,408 | (862,340) |
Weighted average number of shares in issue | 72,368,363 | 50,488,839 |
Basic profit/(loss) per share | 0.0248 | (0.0171) |
Profit/(loss) after tax | 1,795,408 | (862,340) |
Weighted average number of shares in issue and warrants outstanding | 124,840,645 | 50,488,839 |
Diluted profit/(loss) per share | 0.0144 | (0.0171) |
Group | £ |
As at 31 October 2023 | - |
Additions | 879,127 |
As at 31 October 2024 | 879,127 |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
71
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Investment in subsidiary | ||||
Cost of investment | - | - | 515,804 | 297,915 |
Impairment of investment | - | - | - | (297,915) |
Carrying value | - | - | 515,804 | - |
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Investment in associate | ||||
Cost of investment | 16,465 | - | 16,465 | - |
Impairment of investment | - | - | - | - |
Carrying value | 16,465 | - | 16,465 | - |
Name of company | Principal | Country of | Proportion of | Proportion of | |||||
activities | incorporation and | equity interest | equity interest | ||||||
place of business | 2024 | 2023 | |||||||
Dynamic | Intertrade | (Pty) | Trading in | South Africa | - | 51% | |||
Limited | Agricultural | ||||||||
products | |||||||||
Precious Link (UK) Ltd | Retail | sales | of | United Kingdom | 100.00% | - | |||
alcoholic | |||||||||
beverages | |||||||||
Everest | (Hong | Kong) | Type | 4 and | 9 | Hong Kong | 100.00% | - | |
Securities Limited | licence holders | ||||||||
Everest Capital London Ltd | Treasury | United Kingdom | 100.00% | - | |||||
Ace Jumbo Ventures Ltd | Intermediary | Republic of | 33.33% | - | |||||
holding company | Seychelles | ||||||||
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
72
Everest Global Plc
Annual report for the year ended 31 October 2024
Dynamic Intertrade (Pty) Ltd | 2024 | 2023 |
£ | £ | |
Percentage held as at 1 November | 51% | 51% |
Percentage disposed | (51%) | - |
Percentage held at 31 October | - | 51% |
Precious Link (UK) Ltd | 2024 | 2023 |
£ | £ | |
Percentage held as at 1 November | - | - |
Percentage purchased | 100% | - |
Percentage held at 31 October | 100% | - |
Everest (Hong Kong) Securities Limited | 2024 | 2023 |
£ | £ | |
Percentage held as at 1 November | - | - |
Percentage purchased | 100% | - |
Percentage held at 31 October | 100% | - |
Everest Capital London Ltd | 2024 | 2023 |
£ | £ | |
Percentage held as at 1 November | - | - |
Percentage purchased | 100% | - |
Percentage held at 31 October | 100% | - |
Ace Jumbo Ventures Ltd | 2024 | 2023 |
£ | £ | |
Percentage held as at 1 November | - | - |
Percentage purchased | 33.33% | - |
Percentage held at 31 October | 33.33% | - |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
73
Everest Global Plc
Annual report for the year ended 31 October 2024
Furniture, | ||||
Leasehold | fixtures and | Plant & | ||
improvements | fittings | machinery | Total | |
Group | £ | £ | £ | £ |
Cost | ||||
As at 31 October 2022 | 19,552 | 4,300 | 254,937 | 278,789 |
Additions | - | 984 | 40,477 | 41,461 |
Disposals | - | - | (25,058) | (25,058) |
Exchange difference | (1,410) | (299) | (18,278) | (19,987) |
As at 31 October 2023 | 18,142 | 4,985 | 252,078 | 275,205 |
Additions | - | - | - | - |
Purchase of subsidiary | - | 1,209 | - | 1,209 |
Disposal of subsidiary | (18,142) | (4,985) | (252,078) | (275,205) |
Exchange difference | - | - | - | - |
As at 31 October 2024 | - | 1,209 | - | 1,209 |
Accumulated depreciation | ||||
As at 31 October 2022 | 19,550 | 4,193 | 241,162 | 264,905 |
Charge in the year | - | 138 | 7,666 | 7,804 |
Released on disposal | - | - | (24,685) | (24,685) |
Exchange difference | (1,410) | (308) | 3,128 | 1,410 |
As at 31 October 2023 | 18,140 | 4,023 | 227,271 | 249,434 |
Charge in the year | - | 23 | 1,270 | 1,293 |
Purchase of subsidiary | - | 1,209 | - | 1,209 |
Disposal of subsidiary | (18,140) | (4,046) | (228,541) | (250,727) |
Exchange difference | - | - | - | - |
As at 31 October 2024 | - | 1,209 | - | 1,209 |
Net book value | ||||
As at 31 October 2023 | 2 | 962 | 24,807 | 25,771 |
As at 31 October 2024 | - | - | - | - |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
74
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Raw materials | - | 329,408 | - | - |
Alcoholic beverages | 39,253 | - | - | - |
Other | - | - | - | - |
39,253 | 329,408 | - | - |
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Financial instruments | ||||
Trade receivables | - | 282,671 | 3,400 | - |
Loans receivable | 2,830,324 | 210,773 | - | 200,000 |
Amounts owed from fellow group | ||||
undertakings | - | - | 2,952,400 | - |
Other receivables | 14,908 | 42,726 | 7,674 | 42,726 |
Non-financial instruments | ||||
Accrued income | - | 6,959 | 68,849 | 6,959 |
Prepayments | 31,801 | 30,257 | 31,801 | 8,634 |
Carrying value | 2,877,033 | 573,386 | 3,064,124 | 258,319 |
Current | 2,877,033 | 273,386 | 3,064,124 | 258,319 |
Non-current | - | - | - | - |
2,877,033 | 573,386 | 3,064,124 | 258,319 |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
75
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Cash on hand | 279,725 | 858,024 | 59,710 | 765,814 |
Carrying value | 279,725 | 858,024 | 59,710 | 765,814 |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
76
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Trade payables | 87,334 | 478,862 | 37,221 | 92,135 |
Other payables | 160,103 | 643,166 | 112,518 | 256,595 |
Related party payables | 154,376 | - | 33,956 | - |
401,813 | 1,122,028 | 183,695 | 348,730 |
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Giga Treasure Ltd | 16,172 | - | 15,825 | - |
Ace Jumbo Ventures Ltd | 14,161 | - | - | - |
Golden Nice Capital Ltd | 22,279 | - | - | - |
Precious Link (UK) Ltd | - | - | 7,729 | - |
Xin (Andy) Sui | 3,162 | - | 3,162 | - |
Robert Scott | 4,000 | - | 4,000 | - |
ASP Corp Ltd | 2,440 | - | 2,440 | - |
Feng Chen * | 95,762 | - | 800 | - |
157,976 | - | 33,956 | - |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
77
Everest Global Plc
Annual report for the year ended 31 October 2024
Number of | Nominal | Share | ||
shares | value | premium | Total | |
£ | £ | £ | ||
Balance at 31 October 2022 | 46,162,855 | 923,258 | 3,040,115 | 3,963,373 |
Share issue 24 January 2023 | 12,726,000 | 254,520 | 445,410 | 699,930 |
Share issue on conversion of CLNs 25 | 6,000,000 | 120,000 | 180,000 | 300,000 |
January 2023 | ||||
Warrants issued during the year | - | - | (162,558) | (162,558) |
Balance at 31 October 2023 | 64,888,855 | 1,297,778 | 3,502,967 | 4,800,745 |
Share issue 27 March 2024 | 12,500,000 | 250,000 | 250,000 | 500,000 |
Balance at 31 October 2024 | 77,388,855 | 1,547,778 | 3,752,967 | 5,300,745 |
As at 1 | Expired/ | As at 31 | ||||
Date of grant | November | exercised/ | October | Exercise | Exercise/ vesting date | |
2023 | vested/ | 2024 | price | |||
issued | ||||||
From | To | |||||
27-Nov-18 | 8,050,000 | (8,050,000) | - | 20p | 27-Nov-18 | 01-Feb-24 |
17-Aug-20 | 2,566,889 | (2,566,889) | - | 5p | 23-Mar-21 | 01-Feb-24 |
03-Oct-22 | 13,000,000 | - | 13,000,000 | 5p | 03-Oct-22 | 31-Dec-24 |
03-Oct-22 | 7,373,141 | - | 7,373,141 | 5p | 03-Oct-22 | 31-Dec-24 |
03-Oct-22 | 7,373,141 | - | 7,373,141 | 10p | 03-Oct-22 | 31-Dec-24 |
23-Jan-23 | 12,726,000 | - | 12,726,000 | 5.5p | 23-Jan-23 | 31-Dec-24 |
24-Jan-23 | 6,000,000 | - | 6,000,000 | 5p | 24-Jan-23 | 31-Dec-24 |
24-Jan-23 | 6,000,000 | - | 6,000,000 | 10p | 24-Jan-23 | 31-Dec-24 |
63,089,171 | 10,616,889 | 52,472,282 |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
78
Everest Global Plc
Annual report for the year ended 31 October 2024
Share price at date of grant | 0.03 |
Exercise price | Being the exercise price as stated above |
Expected volatility | 62% |
Expected dividend | 0% |
Contractual life (in years) | 1.92 |
Risk free rate (based on 10 year UK Government Gilts) | 3.28% |
Estimated fair value of each option | 0.000501 - 0.002108 |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
79
Everest Global Plc
Annual report for the year ended 31 October 2024
Dynamic Intertrade (Pty) Ltd | 2024 | 2023 |
£ | £ | |
Current assets | 598,854 | 736,685 |
Non-current assets | 164,123 | 181,900 |
Current liabilities | (948,747) | (1,259,338) |
Non-current | (4,441,158) | (4,414,514) |
(4,626,928) | (4,755,267) |
Non-controlling interest | 2024 | 2023 |
£ | £ | |
Balance at 1 November | (2,330,081) | (2,305,383) |
Share of profits for the year | 70,780 | (24,698) |
Equity attributable to non-controlling interest on disposal of remaining 51% | ||
interest | 2,259,301 | - |
Balance at 31 October | - | (2,330,081) |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
80
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Equity portion of convertible loan notes | ||||
issued during the year | 79,531 | 37,713 | 79,531 | 37,713 |
Carrying value | 79,531 | 37,713 | 79,531 | 37,713 |
25. Convertible loan notes
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Convertible loan notes | 3,570,119 | 491,071 | 3,570,119 | 491,071 |
Carrying value | 3,570,119 | 491,071 | 3,570,119 | 491,071 |
The loan notes holder will be paid an interest rate of 6-12 per cent, accrued on a monthly basis. The loan notes will
not be admitted to trading on any exchange.
On 31 March 2021, the Company issued 12,060,000 2021 Loan Notes in the sum of £603,000 (by the conversion of
existing sums due to creditors and by way of subscription from private investors).
On 3 October 2022, Golden Nice acquired £162,000 of the 2018 Loan Notes and £391,950 of the 2021 Loan Notes
from various holders, being 65 per cent. of the Convertible Loan Notes outstanding at that time, at a 15 per cent.
discount to their face value together with accrued but unpaid interest.
As part of the of 3 October 2022 investment agreement, the Company agreed with the CLN holders to accelerate the
conversion of 5,971,000 CLNs and accrued but unpaid interest into 7,373,141 new Ordinary Shares in the Company
at a conversion price of 5p.
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
81
Everest Global Plc
Annual report for the year ended 31 October 2024
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
82
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Liability component at the beginning of the financial year | 491,071 | 710,274 | 491,071 | 710,274 |
Conversion of CLNs to shares on 24 | (300,000) | (300,000) | ||
January 2023 | ||||
Issuance of new CLNs | 3,000,000 | - | 3,000,000 | - |
Equity portion on extension of conversion | 4,826 | 4,826 | ||
date | ||||
Accumulated amortisation of interest | 120,865 | 75,971 | 120,865 | 75,971 |
expense | ||||
Accumulated payments of interest | (41,817) | - | (41,817) | - |
Liability component at the end of the financial year | 3,570,119 | 491,071 | 3,570,119 | 491,071 |
Current portion included in current | 568,555 | - | 568,555 | - |
liabilities | ||||
Long term portion included in long term | ||||
liabilities | 3,001,564 | 491,071 | 3,001,564 | 491,071 |
Liability component at the end of the financial year | 3,570,119 | 491,071 | 3,570,119 | 491,071 |
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Euro 2 Afrisko Ltd - inventory financing | - | 291,744 | - | - |
Bank loans | 13,961 | - | - | - |
Working Capital Partners Pty Ltd - accounts | - | 71,267 | - | - |
receivable financing | ||||
Loan from K2 Spice Ltd | - | 4,355,369 | - | - |
Carrying value | 13,961 | 4,718,380 | - | - |
Of which: | - | - | ||
Current | 6,678 | 4,713,566 | - | - |
Non-current | 7,283 | - | - | - |
13,961 | 4,713,566 | - | - |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
83
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Operating lease commitments disclosed as at 31 October | 186,988 | 266,555 | - | - |
Disposal of DI | (175,033) | - | - | - |
Purchase of PL | 66,992 | |||
Interest payments | 8,869 | 17,935 | - | - |
Lease payments | (36,069) | (89,704) | - | - |
Exchange difference | (52) | (7,798) | - | - |
Lease liability recognised in the statement | ||||
of financial position | 51,695 | 186,988 | - | - |
Of which: | - | - | ||
Current lease liabilities | 16,826 | 108,266 | - | - |
Non-current lease liabilities | 34,869 | 78,722 | - | - |
51,695 | 186,988 | - | - |
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Properties | 42,357 | 156,129 | - | - |
42,357 | 156,129 | - | - |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
84
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Cash and cash equivalents | 279,725 | 858,024 | 59,710 | 765,814 |
Borrowings | (13,961) | (4,350,555) | - | - |
Convertible loan notes | (3,570,119) | (491,071) | (3,570,119) | (491,071) |
Right of use lease liability | (51,695) | (186,988) | - | - |
Net debt | (3,356,050) | (4,170,590) | (3,510,409) | 274,743 |
Cash and liquid investments | 279,725 | 858,024 | 59,710 | 765,814 |
Fixed rate instruments | (3,635,775) | (5,028,614) | (3,570,119) | (491,071) |
Net debt | (3,356,050) | (4,170,590) | (3,510,409) | 274,743 |
Cash and | Right of | |||||
cash | Convertible | use lease | ||||
equivalents | Borrowings | loan notes | liability | Total debt | Net debt | |
£ | £ | £ | £ | £ | £ | |
As at 31 October | 925,814 | (4,732,492) | (710,274) | (266,555) | (5,709,321) | (4,783,507) |
2022 | ||||||
Cashflows | (67,790) | 381,937 | 219,203 | 85,907 | 687,047 | 619,257 |
Foreign exchange | - | - | - | 8,423 | 8,423 | 8,423 |
adjustments | ||||||
As at 31 October | 858,024 | (4,350,555) | (491,071) | (172,225) | (5,013,851) | (4,155,827) |
2023 | ||||||
Cashflows | (578,163) | 4,336,594 | (3,079,048) | 120,530 | 1,378,076 | 799,913 |
Foreign exchange | (136) | - | - | - | - | (136) |
adjustments | ||||||
As at 31 October | 279,725 | (13,961) | (3,570,119) | (51,695) | (3,635,775) | (3,356,050) |
2024 |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
85
Everest Global Plc
Annual report for the year ended 31 October 2024
Cash and | Right of | |||||
cash | Convertible | use lease | ||||
equivalents | Borrowings | loan notes | liability | Total debt | Net debt | |
£ | £ | £ | £ | £ | £ | |
As at 31 October | 922,613 | - | (710,274) | - | (710,274) | 212,339 |
2022 | ||||||
Cashflows | (156,799) | - | 219,203 | - | 219,203 | 62,404 |
As at 31 October | 765,814 | - | (491,071) | - | (491,071) | 274,743 |
2023 | ||||||
Cashflows | (705,898) | - | (3,079,048) | - | (3,079,048) | (3,784,946) |
Foreign exchange | (206) | - | - | - | - | (206) |
adjustments | ||||||
As at 31 October | 59,710 | - | (3,570,119) | (3,570,119) | (3,510,409) | |
2024 |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
86
Everest Global Plc
Annual report for the year ended 31 October 2024
Carrying value | Fair value | |||||||
Financial | ||||||||
FVTOCI - | assets at | Other | ||||||
equity | amortised | financial | ||||||
instruments | cost | liabilities | Total | Level 1 | Level 2 | Level 3 | Total | |
£ | £ | £ | £ | £ | £ | £ | £ | |
Financial assets measured at fair value through OCI | ||||||||
Investment in associate | 16,465 | - | - | 16,465 | - | - | 16,465 | 16,465 |
16,465 | - | - | 16,465 | |||||
Financial assets measured at fair value through P&L | ||||||||
Loan receivable | - | 2,830,324 | - | 2,830,324 | ||||
Cash and cash equivalents | - | 279,725 | - | 279,725 | ||||
- | 3,110,049 | - | 3,110,049 | |||||
Financial liabilities measured at fair value through P&L | ||||||||
Lease liability | - | - | (51,695) | - | ||||
Unsecured borrowings | - | - | (13,961) | - | ||||
Convertible loan notes | - | - | (3,570,119) | - | ||||
Trade and other payables | - | - | (401,813) | - | ||||
- | - | (4,037,588) | - |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
87
Everest Global Plc
Annual report for the year ended 31 October 2024
Carrying value | Fair value | |||||||
Financial | ||||||||
FVTOCI - | assets at | Other | ||||||
equity | amortised | financial | ||||||
instruments | cost | liabilities | Total | Level 1 | Level 2 | Level 3 | Total | |
£ | £ | £ | £ | £ | £ | £ | £ | |
Financial assets measured at fair value through P&L | ||||||||
Loan receivable | - | 200,000 | - | 200,000 | ||||
Cash and cash equivalents | - | 858,024 | - | 858,024 | ||||
- | 1,058,024 | - | 1,058,024 | |||||
Financial liabilities measured at fair value through P&L | ||||||||
Lease liability | - | - | (186,988) | (186,988) | ||||
Unsecured borrowings | - | - | (4,350,555) | (4,350,555) | ||||
Convertible loan notes | - | - | (491,071) | (491,071) | ||||
Trade and other payables | - | - | (363,011) | (363,011) | ||||
- | - | (5,391,625) | (5,391,625) |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
88
Everest Global Plc
Annual report for the year ended 31 October 2024
Carrying value | Fair value | |||||||
Financial | ||||||||
FVTOCI - | assets at | Other | ||||||
equity | amortised | financial | ||||||
instruments | cost | liabilities | Total | Level 1 | Level 2 | Level 3 | Total | |
£ | £ | £ | £ | £ | £ | £ | £ | |
Financial assets measured at fair value through OCI | ||||||||
Investment in associate | 16,465 | - | - | 16,465 | - | - | 16,465 | 16,465 |
16,465 | - | - | 16,465 | |||||
Financial assets measured at fair value through P&L | ||||||||
Cash and cash equivalents | - | 59,710 | - | 59,710 | ||||
- | 59,710 | - | 59,710 | |||||
Financial liabilities measured at fair value through P&L | ||||||||
Convertible loan notes | - | - | (3,570,119) | (3,570,119) | ||||
Trade and other payables | - | - | (183,695) | (183,695) | ||||
- | - | (3,753,814) | (3,753,814) |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
89
Everest Global Plc
Annual report for the year ended 31 October 2024
Carrying value | Fair value | |||||||
Financial | ||||||||
FVTOCI - | assets at | Other | ||||||
equity | amortised | financial | ||||||
instruments | cost | liabilities | Total | Level 1 | Level 2 | Level 3 | Total | |
£ | £ | £ | £ | £ | £ | £ | £ | |
Financial assets measured at fair value through P&L | ||||||||
Loans receivable | - | 200,000 | - | 200,000 | ||||
Cash and cash equivalents | - | 765,814 | - | 765,814 | ||||
- | 965,814 | - | 965,814 | |||||
Financial liabilities measured at fair value through P&L | ||||||||
Convertible loan notes | - | - | (491,071) | (491,071) | ||||
Trade and other payables | - | - | (348,730) | (348,730) | ||||
- | - | (839,801) | (839,801) |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
90
Everest Global Plc
Annual report for the year ended 31 October 2024
Type | Valuation | Significant | Inter-relationship |
technique | unobservable inputs | between significant | |
unobservable inputs | |||
and fair value | |||
measurement | |||
Investment in associate | The value of the | None | None |
investment is | |||
adjusted annually | |||
based upon the | |||
group's share of the | |||
associate profit or | |||
loss. |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
91
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
South Africa | - | 282,671 | - | - |
United Kingdom | - | - | - | - |
Hong Kong | - | - | - | - |
Other | - | - | - | - |
- | 282,671 | - | - |
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
External credit ratings | - | - | - | - |
Other | - | 282,671 | - | - |
- | 282,671 | - | - |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
92
Everest Global Plc
Annual report for the year ended 31 October 2024
Notes to the group annual financial statements (continued) For the year ended 31 October 2024 93 Everest Global Plc Annual report for the year ended 31 October 2024 | |||||||
Notes to the group annual financial statements (continued) For the year ended 31 October 2024 94 Everest Global Plc Annual report for the year ended 31 October 2024 | |||||||
Notes to the group annual financial statements (continued) For the year ended 31 October 2024 95 Everest Global Plc Annual report for the year ended 31 October 2024 | |||||||
Notes to the group annual financial statements (continued) For the year ended 31 October 2024 96 Everest Global Plc Annual report for the year ended 31 October 2024 | |||||||
Notes to the group annual financial statements (continued) For the year ended 31 October 2024 97 Everest Global Plc Annual report for the year ended 31 October 2024 | ||||
Company foreign exchange risk | ||||
31 October 2024 | 31 October 2023 | |||
£ (GBP) | R (ZAR) | £ (GBP) | R (ZAR) | |
Trade and other receivables | - | - | 258,319 | - |
Cash and cash equivalents | - | - | 765,814 | - |
Unsecured shareholders' loans | - | - | - | - |
Secured loans | - | - | - | - |
Convertible loan notes | - | - | (491,071) | - |
Right of use finance lease | - | - | - | - |
Trade payables | - | - | (348,730) | - |
Net statement of financial exposure | - | - | 184,332 | - |
Next 6 months actual sales | - | - | - | - |
Next 6 months actual forecast | - | - | - | - |
Net statement of financial exposure | - | - | - | - |
Net exposure | - | - | 184,332 | - |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
98
Everest Global Plc
Annual report for the year ended 31 October 2024
Average for the year | Year end spot rate | |||
2024 | 2023 | 2024 | 2023 | |
United States Dollar ($) | 1.2755 | 1.2477 | 1.2990 | 1.2154 |
South African Rand (ZAR) | - | 21.7957 | - | 22.6757 |
Hong Kong Dollar (HK$) | 10.0457 | - | 10.0944 | - |
2024 | 2023 | |||
+10% | -10% | +10% | -10% | |
United States Dollar ($) | 0.1276 | (0.1276) | 0.1215 | (0.1215) |
South African Rand (ZAR) | - | - | 2.2676 | (2.2676) |
Hong Kong Dollar (HK$) | 1.005 | (1.005) | - | - |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
99
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Financial assets | - | - | - | - |
Financial liabilities | (3,599,703) | (5,033,428) | (3,570,119) | (491,071) |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
100
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Giga Treasure Ltd | 16,172 | - | 15,825 | - |
Ace Jumbo Ventures Ltd | 14,161 | - | - | - |
Golden Nice Capital Ltd | 22,279 | - | - | - |
52,612 | - | 15,825 | - |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
101
Everest Global Plc
Annual report for the year ended 31 October 2024
Group | Company | |||
For the | For the | For the | For the | |
year ended | year ended | year ended | year ended | |
31 October | 31 October | 31 October | 31 October | |
2024 | 2023 | 2024 | 2023 | |
£ | £ | £ | £ | |
Xin (Andy) Sui | 3,162 | 2,250 | 3,162 | 2,250 |
Robert Scott | 4,000 | - | 4,000 | - |
Simon Grant-Rennick | 2,440 | 560 | 2,440 | 560 |
Feng Chen | 95,762 | - | 800 | - |
105,364 | 2,810 | 10,402 | 2,810 |
Notes to the group annual financial statements (continued)
For the year ended 31 October 2024
102
Everest Global Plc
Annual report for the year ended 31 October 2024
Additional information
103
Everest Global Plc
Annual report for the year ended 31 October 2024
104
Directors & Professional Advisers
105
Overseas subsidiary operations
106
Substantial shareholdings
107
Glossary of terms and abbreviations
108
Annual general meeting
108
Auditor
108
Directors’ & officers’ insurance
Directors and professional advisers
104
Everest Global Plc
Annual report for the year ended 31 October 2024
Directors
Registered office
Feng Chen
Robert Scott
Simon Grant-Rennick
Xin (Andy) Sui
Company secretary
Company number
Michael Bennett
07913053
Bankers
Auditors
National Westminster Bank Plc
RPG Crouch Chapman LLP
250 Bishopsgate
40 Gracechurch Street
London
London
EC2M 4AA
EC3V 0BT
Financial adviser
Solicitors to the company
Cairn Financial Advisers LLP
Hill Dickinson LLP
Ninth Floor
The Broadgate Tower
107 Cheapside
20 Primrose Street
London
London
EC2V 6DN
EC2A 2EW
Registrars
Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands
B63 3DA
Overseas subsidiary operations
105
Everest Global Plc
Annual report for the year ended 31 October 2024
Details of all subsidiaries and their locations are detailed in note 15.
Dynamic Intertrade (Pty) Ltd, a subsidiary that was disposed of in the year, is registered in South Africa.
Everest (Hong Kong) Securities Limited, a wholly owned subsidiary, is registered in Hong Kong. During the year of
purchase, it was deemed dormant while it remains in its setup phase.
Substantial shareholders
106
Everest Global Plc
Annual report for the year ended 31 October 2024
13 February 2025
Shareholder
Shareholding
Percentage of
Company's Issued
Ordinary Share
Capital
Golden Nice International Group Limited
19,000,000
24.55%
Mr Feng Chen
12,500,000
16.15%
Mr Yang Chen
6,363,000
8.22%
Mr Liaw Lin-Hsiang
6,363,000
8.22%
Lynchwood Nominees Ltd
5,448,013
7.04%
HSBC Global Custody Nominee (UK) Ltd
3,945,860
5.10%
Lynchwood Nominees Ltd
3,623,542
4.68%
Interactive Investor Services Nominees Ltd
3,133,374
4.05%
Total shares
77,388,855
31 October 2024
Shareholder
Shareholding
Percentage of
Company's Issued
Ordinary Share
Capital
Golden Nice International Group Limited
19,000,000
24.55%
Mr Feng Chen
12,500,000
16.15%
Mr Yang Chen
6,363,000
8.22%
Mr Liaw Lin-Hsiang
6,363,000
8.22%
Lynchwood Nominees Ltd
5,448,013
7.04%
HSBC Global Custody Nominee (UK) Ltd
3,945,860
5.10%
Lynchwood Nominees Ltd
3,623,542
4.68%
Interactive Investor Services Nominees Ltd
3,133,374
4.05%
Total shares
77,388,855
31 October 2023
Shareholder
Shareholding
Percentage of
Company's Issued
Ordinary Share
Capital
Golden Nice International Ltd
19,000,000
29.28%
Mr An Xiangyu
6,363,000
9.81%
Ms Chen Fangling
6,363,000
9.81%
Lynchwood Nominees Ltd
5,448,013
8.40%
HSBC Global Custody Nominee (UK) Ltd
3,945,860
6.08%
Lynchwood Nominees Ltd
3,623,542
5.58%
Interactive Investor Services Nominees Ltd
3,003,866
4.63%
Total shares
64,888,855
Glossary of terms and abbreviations
107
Everest Global Plc
Annual report for the year ended 31 October 2024
The Company - Everest Global Plc
The Group - the Company & subsidiary
the Company and its subsidiaries from time to time. At
31 October 2024 the subsidiaries consist of PL, ECLL
and ESL
DI - Dynamic Intertrade (PTY) Ltd
PL - Precious Link (UK) Ltd
Subsidiary held until 16 January 2024
Subsidiary purchased on 10 January 2024
K2 - K2 Spice Limited
ECLL – Everest Capital London Ltd
The purchaser of DI post year end. K2 was previously
known as VSA NEX Investments Ltd
Subsidiary incorporated in the UK for the purpose of
managing cash at rates above the interest paid on
CLNs
RPGCC - RPG Crouch Chapman LLP
PIE - Public Interest Entity
The Company's auditors
Allotted Shares
CLNs - Convertible Loan Notes
39,099,141 Ordinary Shares, being the Subscription
Shares and the Conversion Shares
The 2018 Loan Notes, 2021 Loan Notes and 2024 Loan
Notes as the context so requires
Conversions
AGM - Annual general meeting
The 2022 Conversion and the 2023 Conversion
FCA - Financial Conduct Authority
KPI - Key performance indicator
Reverse Takeover
Option Agreement
As defined in the Listing Rules of the FCA
The put and call option agreement, pursuant to which
the Company granted to K2 an option to purchase, and
K2 granted the Company an option to require K2 to
purchase 11,430 shares in DI, being the remaining 51
per cent of DI held by the Company, subject to the
satisfaction of certain conditions and subject to
certain time restrictions, for £1.
Annual general meeting
108
Everest Global Plc
Annual report for the year ended 31 October 2024
The Company has not yet scheduled an annual general meeting ('AGM') at the time of signing the accounts. All details of
the future AGM will be provided to shareholders and notice convening the meeting will be released on a regulatory
information service the London Stock Exchange as well as on the Company's website.
Auditor
The Board recommend that RPG Chapman Crouch LLP be reappointed as auditor, a resolution will be tabled at the AGM,
as detailed above, for their re-appointment following the 31 October 2024 audit being signed off.
Directors' and officers' insurance
The Group maintains insurance cover for all Directors and officers of Group companies against liabilities which may be
incurred by them while acting as Directors and officers.