Annual report for the year ended 31 October 2023
Everest Global Plc
Annual report for the year ended 31 October 2023
Everest Global Plc
1
Management
report
3 Management
report
2
Directors'
report
17
Directors'
report
3
Financial
statements
36
Financial
statements
4
Additional
information
98
Additional
information
4
Overview
18
Board of
37
Independent
99
Directors &
Directors
auditor’s report
professional
5
Responsibility
advisers
statement
19
Key activities of
42
Statement of
the Board during
comprehensive
100
Overseas
5
Strategy
the year
income
subsidiary
operations
6
Our purpose &
values
7
Chief Executive
Officer’s
statement
19
Directors
duties
20
Corporate
governance
26
Board diversity
43
Statement of
financial
position
44
Group
statement of
changes in
101
102
Substantial
shareholdings
Glossary of
terms and
abbreviations
9
Financial
equity
review
28
Task force on
103
General meeting
11
Principal
climate related
financial
45
Company
statement of
103
Annual general
risks
disclosures
(TCFD)
changes in
equity
meeting
13
Specific
103
Auditor
subsidiary risks
& uncertainties
30
Remuneration
Committee
46
Statement of
cash flows
103
Directors’ &
report
officers’
15
Managing risks
47
Notes to the
insurance
& internal
controls
32
Audit
Committee
report
group annual
financial
statements
16
Going concern &
viability
statement
33
Directors' report
Annual report for the year ended 31 October 2023
3
Everest Global Plc
Management
report
4
Overview
5
Responsibility statement
5
Strategy
6
Our purpose & values
7
Chief Executive Officer’s statement
9
Financial review
11
Principal
risks
13
Specific subsidiary risks & uncertainties
15
Managing risks & internal controls
16
Going concern & viability statement
Annual report for the year ended 31 October 2023
4
Everest Global Plc
Overview
The objective of the management 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, under section 172 of the Act, 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.
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.
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 strategy discussions and our risk management process. The Board considered its strategic
stakeholders in the year as follows:
community &
Annual report for the year ended 31 October 2023
5
Everest Global Plc
In accordance with Section 414C (11) of the Companies Act 2006, the Group chooses to report the review of
the business, the outlook and the risk and uncertainties faced by the Company in the principal risks section
starting on page 11. The Directors’ assessment of the risks faced by the Group are set out in the specific
subsidiary risks and uncertainties and can be found on page 13 of the financial statements.
Responsibility statement
The Directors, whose names and functions are set out on page 18 of this annual report and accounts under
the sub-heading ‘Board of Directors’ with registered office located at 1st Floor, 48 Chancery Lane, London WC2A
1JF, accept responsibility for the information contained in this annual report and accounts for the year ended
31 October 2023.
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 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 2023.
Strategy
As set out in the Company’s prospectus dated 31 October 2023, the Company recently extended its
acquisition strategy 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. The Directors of the Company believe that the recently
announced acquisition of Precious Link (UK) Limited ('PL') will provide an entry into the beverage industry and
allow it to access industry know-how and expertise. This follows the £200,000 loan advance made to PL during
the financial year. The Company believes PL operates in a complementary sector and the acquisition 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 beverage distribution and
production sector in the UK and the rest of Europe.
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.
Annual report for the year ended 31 October 2023
6
Everest Global Plc
Our purpose & values
The Company's purpose and values are the fundamental beliefs and principles that guide our decision
making and actions. These shape our culture and promotes teamwork. They assist differentiation although
the values are generic. These core principles assist us to stay true to our vision.
The Company's purpose and values is:
Teamwork
Quality
Innovation Integrity
Leadership
Commitment
to Customers
Annual report for the year ended 31 October 2023
7
Everest Global Plc
Chief Executive Officer's statement
The last financial year has been very rewarding albeit not without its challenges. With that said we consider it
successful in terms of achieving what we set out to achieve.
In October 2022, the Company name was changed to Everest Global Plc and a new board was constituted.
The new board has integrated well and is working particularly well together. Much was achieved in the past 12
months.
In late 2022 our existing auditors resigned as they exited the Public Interest Entity ('PIE') audit space which left
the business without an auditor. It took some time to appoint a PIE registered auditor, with a false start
announced in December 2022. Eventually in April 2023 a PIE registered auditor, RPG Crouch Chapman LLP
('RPGCC') was appointed. The Annual Financial Statements for October 2022 were produced and lodged late
on 27 July 2023. Both Companies House and the Financial Conduct Authority ('FCA') were informed of the
Company's situation. During this period the shares were suspended by the FCA. On 4 August 2023 the suspension
was lifted.
New shareholders invested in the Company on 23 January 2023. 12,726,000 new Ordinary Shares were issued
at a subscription price of 5.5 pence per share raising a total of £699,930. The subscription price represented a
premium of 119 per cent to the closing price of 2.51 pence on 19 January 2023. Allied to this on 25 January 2023
Golden Nice International Group Limited, the major shareholder, converted £300,000 convertible loan notes
('CLNs') to 6,000,000 new Ordinary Shares. The conversion price being 5 pence per share. This represented a
premium of 85 per cent to the closing price of 2.70 pence on 23 January 2023. On 29 September 2023, Golden
Nice International Group Limited, being the holder of the outstanding CLNs in the Company, agreed to extend
the redemption date by 18 months from 30 September 2023 to 31 March 2025, at a conversion price of 5 pence
per share.
On 31 October 2023 the Company issued a prospectus. This allowed the shares issued since 3 October 2022
to be listed. The shares were as follows:
Number of Ordinary Shares immediately prior to prospectus
25,789,714
Number of Ordinary Shares issued pursuant to the previously announced subscriptions
25,726,000
Number of Ordinary Shares issued pursuant to the previously announced conversions
13,373,141
Total number of Ordinary Shares in issue and listed on 31 October 2023
64,888,855
On 4 July 2023 the Company advanced £200,000 to PL as part of its strategic pivot. The Company was of the
opinion that PL operated in a complementary sector and would therefore assist the Company in expanding its
activities into the wider food and beverage sector. Post year-end, on 10 January 2024, the Company completed
the acquisition of PL which was announced on 18 December 2023. The acquisition price for 100% of PL, was
£500,000, to be settled by the issue of 12,500,000 new Ordinary 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. PL is a wine retailer consisting of 2 retail liquor outlets in the Southeast of England.
The Company would like to assist in expanding the footprint and product range of PL.
Following the acquisition of PL, the Company and K2 Spice Limited ('K2') exercised the put and call option
agreement which was detailed in the previous Annual Financial Statements for the year ended October 2022.
This resulted in the Company selling its remaining 51% holding in Dynamic Intertrade (PTY) Ltd ('DI') in January
2024. I would like to thank the team at DI. The Company currently has only one subsidiary, although the results
for DI have been fully consolidated for the year ended October 2023.
Annual report for the year ended 31 October 2023
8
Everest Global Plc
The focus for 2024 will be the growth in the food and beverage business via acquisition and joint ventures.
The Company will be looking for additional capital during the next financial year in order to build up a war chest
to allow it to acquire operating assets. The additional funding available to PL following the acquisition is expected
to lead to growth due to development of new sites and extending the product range.
We are looking forward to a busy year ahead.
.............................
Xin (Andy) Sui
Chief Executive Officer
Date: 26 February 2024
Annual report for the year ended 31 October 2023
9
Everest Global Plc
Financial review
As stated above, 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.
DI achieved an increase in revenue during the year under review of 64.33% (2022: 20.98%) to £2.792 million
(2022: £1.699 million). In DI's local currency of South African Rand turnover increased from R34.8 million to
R60.8 million – a 74.71% increase. This was as a result of across the board increases in sales to existing customers
and a handful of new customers. Product mix was similar to previous years and gross margins improved from
22.8% in 2022 to 24.6% during the year under review. Gross profits for the Group increased by 63.58% to
£687,635 (2022: £420,358).
Group operating losses for the year decreased to £721,902 (2022: £1,152,170). Total Group comprehensive
loss amounted to £887,038 (2022: £4,570,562). The 2022 loss was after incurring a finance charge on
consolidation, resulting from the assignment of the loans to K2, of £3.1 million.
Basic and diluted loss per share from continuing operations for the year was 1.71p (2022:17.79p).
As at 31 October 2023 the Group held £858,024 (2022: £925,814) in cash and cash equivalents.
Financing and capital structure
During the year under review, the Company issued 12,726,000 new Ordinary Shares at a subscription price of
5.5 pence per share raising a total of £699,930. Golden Nice International Group Limited, the major shareholder,
converted £300,000 CLNs to 6,000,000 new Ordinary Shares at a conversion price of 5 pence per share. In the
year ended 31 October 2022, the Company assigned certain debts, which amounted to
£4,174,538, that were due by DI to K2.
The Group uses warrants and CLNs to provide cash liquidity that allows the Directors to pursue investment
opportunities. More details of the Company's financial instruments are at note 29 of our financial statements.
Acquisition strategy
The Company will 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.
Annual report for the year ended 31 October 2023
10
Everest Global Plc
Key performance indicators ('KPI')
Year ended
31
October
Year ended
31
October
2023
£
2022
£
Turnover
2,791,695
1,698,839
Gross profit
687,635
420,368
Cash on hand and in bank
858,024
925,814
Underlying operating loss
(721,902)
(1,152,170)
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 2023 and therefore includes DI's financial
information. As a result of the acquisition and subsequent disposal, the KPIs in future years will reflect this
change in the group.
Turnover is the income for the Group and therefore is vital to enable the Group to continue with its current
business model. Turnover in 2023 has increased by 64%, which shows the business is growing and recovering
from the pandemic.
Gross profit is an indication that the underlying business is profitable. This is because gross profit is turnover
less any direct costs. As with any business, growing turnover by more than 64% is a good sign but it needs to
be making profit to allow the business to grow and reinvest in itself or pay out to its shareholders. It is also
important to see the gross profit margin remain the same. In 2022 it was 24.7% and it has marginally decreased
to 24.6%. This reiterates the point that the underlying business remains profitable and with good margins.
As a Company that invests in companies, having cash in hand is invaluable to both pay for ongoing costs but also
to be able to invest in new businesses. Investment opportunities can arise from anywhere and by having
adequate cash, this allows the Group to actively scour the market for these opportunities.
Finally, operating loss takes into consideration overheads of the Group. This can include impairment charges
and also foreign exchange difference as a result of currency moving between South African Rand and British
Pound. Given the Group lost £722k is not a direct indication of poor performance as we pivot the business from
a South African focus to a 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 profitable group that is
growing its turnover and producing cash.
Annual report for the year ended 31 October 2023
11
Everest Global Plc
Principal
risks
The Directors consider the following risk factors to be of relevance to the Group’s activities. It should be noted
that the list is not exhaustive and that other risk factors not presently known or currently deemed immaterial
may apply. The risk factors are summarised below:
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
The Company intends to make acquisitions in the food and beverage industry with
be unable to raise
a focus on the beverage distribution and production sector in the UK and the rest of
funds to complete
Europe.
Although
the Company
has not formally identified
any prospective
an acquisition or
targets, save for what is mentioned in Events Subsequent to Year End, it cannot
fund the operations
currently predict the amount of additional capital that may be required.
of the target
business if it does
not
obtain
additional funding
iii.
Food
safety
and
regulation
Ensuring the safety and quality of food products is crucial for the Group.
Contamination, improper handling, storage or processing can lead
to foodborne
illnesses, product recalls, legal issues and damage to
the brand’s reputation. Any
non-
compliance with food safety regulations may adversely affect the Group’s
operations and / or result in penalties, fines, product recalls and
potential closure
of the business.
iv.
Ownership and
Reverse Takeover
risks
The Company’s next acquisition following our recent purchase of PL 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. In the event that the Company is unable to satisfy the
minimum market
capitalisation requirement, 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).
v.
Reliance on key
customers and key
suppliers
DI, although disposed of, generated approximately 90 per cent of its revenues in the
year ended October 2023 from its top ten
customers. This dominance of a select few
customers in any business has the potential to force erosion of prices and, by
extension, profit margins. Additionally, there is the risk that loss of a key customer
and inability to locate an alternative buyer for that proportion of
product could result
in a significant decrease in revenue.
Annual report for the year ended 31 October 2023
12
Everest Global Plc
vi.
Reliance
on
delivery
The food and beverage industry is dependent on prompt delivery and quality
transportation of beverage ingredients. Disruptions such as adverse weather
conditions, natural disasters and labour strikes in places where supplies of food /
beverage ingredients are sourced could lead to delayed
or lost deliveries or
deterioration of ingredients and may, amongst other things, result in an
interruption
to the business of the Group or a failure of the Group to be able to comply with
relevant environmental legislation and provide quality food /
beverage and services
to customers, thereby damaging its reputation.
vii.
Maintenance of
quality of products
and services
In the food and 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.
viii.
Identifying
a
suitable acquisition
target
DI has been disposed of in January 2024. As part of this disposal the board have
adopted a wider acquisition strategy to make 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. This has directly lead the Company to invest in PL a
wine
retailer in the South of England. The Company will be dependent upon the
ability
of the Directors to identify suitable acquisition opportunities in the future and to
implement the Company’s strategy.
ix.
Demand
for
the
The Company’s success will depend heavily on the maintenance of the brands in
Company’s
which it invests and the ability of the Company to adapt the companies in which it
products may be
invests, taking into
consideration the changing needs and preferences
of its
adversely affected
customers. Consumer preferences, perceptions and spending habits
may shift
by
changes
in
due to a variety of factors that are difficult to predict and over which the Group has
consumer
no control (including lifestyle, nutritional and health considerations). Any
preferences
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.
x.
Highly competitive
sector
Although the beverage distribution and production sector is a highly competitive one
in which barriers to entry are often low, the alcohol industry, like any other, has its
own set of barriers to entry that can make it challenging for new players,
such as the
Company, to establish themselves.
xi.
Actions of third
parties, including
contractors and
partners
The Group may be reliant on third parties to provide contracting services. There can
be no assurance that these relationships will be successfully formed
or
maintained. A breach or disruption in these relationships could
be detrimental to the
future business, operating results and/or financial performance of the Company.
Annual report for the year ended 31 October 2023
13
Everest Global Plc
Specific subsidiary risks & uncertainties
i.
Sector
risk
The agriculture and agri-processing sectors are highly competitive markets and many
of the competitors will have greater financial and other resources than the Company
and as a result may be in a better position to compete for
opportunities. The
development of these enterprises involves significant uncertainties and risks
including unusual climatic conditions such as drought, improper use
of pesticides,
availability of labour and seasonality of produce, any one of
which could result in
security of supply, damage to, or destruction
of crops, environmental damage or
pollution. Each of these could have
a material adverse impact on the business,
operations and financial performance of the Group. The market price of agricultural
products and crops is volatile and affected
by numerous factors which are beyond
the Group’s control.
These include international supply and demand, the level of
consumer product demand, international economic trends, currency exchange rate
fluctuations, the level of interest rates, the rate of inflation, global or regional political
events, as well
as a range of other market forces. Sustained downward movements
in agricultural prices could render less economic, or un-
economic, any development
or investing activities to be undertaken by the Group.
Certain agricultural projects
involve
high capital costs and associated risks. Unless such projects enjoy long term
returns, their profitability will be
uncertain resulting in potentially high investment
risk.
ii.
Political
and
regulatory risk
African countries experience varying degrees of political instability. There can be no
assurance that political stability will persist in those countries where the Group may
have operations going forward. In the event of political instability or
changes in
government policies in those countries where the Group may operate, the operations
and financial condition of the Group could be adversely affected.
iii.
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.
Annual report for the year ended 31 October 2023
14
Everest Global Plc
iv.
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.
v.
Cashflow
risk,
liquidity risk and
credit risk
More details on each of these risks are at note 29 of our financial statements.
Annual report for the year ended 31 October 2023
15
Everest Global Plc
Managing risks & internal controls
The Company continually identifies the risks that could affect its goals and operations. It assesses the likelihood
and impact of each risk, and prioritises them accordingly.
Internal controls are designed and implemented to mitigate or reduce the risks, or transfer or avoid them if
possible. The Directors monitor and evaluate the effectiveness and efficiency of the internal controls, and
identify any gaps or weaknesses as well as review and update the internal controls periodically, or when there
are significant changes in the business environment or objectives.
The key features of the Group’s systems and internal controls have been detailed in risk four of the specific
subsidiary risks and uncertainties on page 14.
Annual report for the year ended 31 October 2023
16
Everest Global Plc
Going concern & viability statement
The Directors have reviewed the Group‘s forecast financial position for the 12 months following the Board
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 raised additional equity funding of £699,930 (2022: £650,000) in gross funding
through share subscriptions to fund working capital. In addition, the Company converted £300,000 (2022:
£581,951.52) of CLNs into new ordinary shares.
The Directors have prepared cash flow forecasts. These forecasts consider operating cash flows and 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 2025.
.............................
Xin (Andy) Sui
On behalf of the board
Date: 26 February 2024
Annual report for the year ended 31 October 2023
17
Everest Global Plc
Directors' report
18
Board of Directors
19
Key activities of the Board during the year
19
Directors' duties
20
Corporate governance
26
Board diversity
28
Task force on climate related financial disclosures (TCFD)
30
Remuneration Committee report
32
Audit Committee report
33
Directors' report
Annual report for the year ended 31 October 2023
18
Everest Global Plc
Board of Directors
The following Directors have held office in the year:
Xin (Andy) Sui
Robert Scott
Simon Grant-Rennick
Chief Executive Director
Non-Executive Director
Non-Executive Director
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 asset. 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
Masters 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 has 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.
Annual report for the year ended 31 October 2023
19
Everest Global Plc
Key activities of the board during the year
Meetings attended:
Xin (Andy)
Sui
Robert
Scott
Simon
Grant-
Rennick
Board meetings
31/31
31/31
31/31
Audit Committee meetings
2/2
2/2
2/2
Remuneration Committee meetings
1/1
1/1
1/1
Directors duties
The duties and responsibilities of the Board are:
•
To promote the success of the Company;
•
To exercise independent judgement;
•
To exercise reasonable care, skill and diligence;
•
To avoid conflicts of interest;
•
Not to accept benefits from third parties; and
•
To declare interests in transactions or arrangements.
Annual report for the year ended 31 October 2023
20
Everest Global Plc
Corporate governance
As a company with a Standard 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 remain limited and therefore the size of the board has matched the needs
of the Company. It is hoped that as the Company progresses through its current cycle of investments, it will grow
in both revenue and market capitalisation. With a bigger and more complex Company the Board will need to
grow. 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.
Principle
1.
The Company is a holding company. Its subsidiary, which makes up the group
with the Company (‘the Group’), is a businesses involved in the
production of
food, agriculture and agricultural related products and more recently
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.
Establish a
purpose, strategy
and business
model which
promotes long-
term value for
shareholders.
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.
Theme
How the Company endeavours to achieve the theme
Annual report for the year ended 31 October 2023
21
Everest Global Plc
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.
Annual report for the year ended 31 October 2023
22
Everest Global Plc
Principle
5.
Embed effective
risk management,
internal controls
and assurance
activities,
considering both
opportunities and
threats,
throughout
the organisation.
The Board has ultimate responsibility for the Group’s system of internal controls and
for reviewing its effectiveness. The Company operates
a robust structure for risk
management in each area of the business which is designed to identify actual and
potential risks that may impact the Group’s strategy and the daily operation of the
business.
This process includes the identification, evaluation and scoring of risks
based on
the likelihood of occurrence, the potential impact, and the adequacy of the mitigation
or control actions in place.
The Company’s principal risks are listed with a short description of their potential
impact and what is being done to mitigate them annually in our Annual Report.
The Company has an established framework of internal financial controls, the
effectiveness of which is reviewed by the Audit Committee, the Board and the
management of the underlying businesses.
Financial controls
The Board is responsible for reviewing and signing off the overall Company
strategy, including approving revenue, profit and capital budgets. A detailed
monthly board pack is 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 board is conscious of Dynamic's financial controls and is fortunate to have Robert
Scott in South Africa overseeing management and the implementation of
the
financial controls and ensuring risk is managed appropriately.
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.
Annual report for the year ended 31 October 2023
23
Everest Global Plc
Principle
6.
Establish and
maintain the board
as a well-
functioning,
balanced team led
by the chair.
The Board comprises three Directors, one of whom is an Executive Director and two
of whom are Non-Executive Directors. This reflects an appropriate blend of
different
experience and backgrounds. Of the Non-
Executive Directors, the Group regards
Simon Grant-Rennick as an Independent Non-Executive Director within the
meaning
of the UK Corporate Governance Code 2018. Further details on the
Board of Directors
including their biographies are on
page 18 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 Chair (or acting chair) of 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. 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 three 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.
Annual report for the year ended 31 October 2023
24
Everest Global Plc
Principle
7.
(continued)
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, Chair (or acting) and
other senior executives, and for the effective implementation of that policy.
Matters Reserved for the Board
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,
the Chair (or acting) 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 in
light with
targets behaviour. Where not mandated to be put to a binding vote,
remuneration policies should at least be put to an advisory vote.
Annual report for the year ended 31 October 2023
25
Everest Global Plc
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 Co
mpany 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.
Annual report for the year ended 31 October 2023
26
Everest Global Plc
Board diversity
The Company is dedicated to promoting equal opportunities for all employees and job applicants. We aim to
create an environment that is free from discrimination and harassment, where cultural diversity and individual
differences are positively valued and decisions are based on merit. We do not discriminate against employees
on the basis of age, disability, gender reassignment, gender identity, marital or civil partner status, pregnancy
or maternity, race, colour, nationality, ethnic or national origin, religion or belief, sex or sexual orientation.
As at 31 October 2023, being the reporting date, the Company had only three Board members of which all were
men and only one has 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 one Board member
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 a standard listed company on the London Stock Exchange.
This is because Board doesn't comprise of any women, however, our subsidiary company, DI, does have a
female board member. 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
Company as at 31 October 2023
Number of
Board
members
% of the
Board
Number of
senior
positions
Number of
executive
management
% of executive
management
Men
3
100%
-
-
0%
Women
-
0%
-
-
0%
3
100%
-
-
0%
Group as at 31 October 2023
Number of
Board
members
% of the
Board
Number of
senior
positions
Number of
executive
management
% of executive
management
Men
5
83%
-
2
67%
Women
1
17%
-
1
33%
6
100%
-
3
100%
Annual report for the year ended 31 October 2023
27
Everest Global Plc
Ethnic background
Company as at 31 October 2023
Number of
Board
members
% of the
Board
Number of
senior
positions
Number of
executive
management
% of executive
management
White/British
2
67%
-
-
0%
Asian
1
33%
-
-
0%
3
100%
-
-
0%
Group as at 31 October 2023
Number of
Board
members
% of the
Board
Number of
senior
positions
Number of
executive
management
% of executive
management
White/British
3
50%
-
1
33%
Mixed ethnic
1
17%
-
1
33%
Asian
1
17%
-
-
0%
African
1
17%
-
1
33%
6
100%
-
3
100%
Annual report for the year ended 31 October 2023
28
Everest Global Plc
Task Force on Climate-related Financial Disclosures (TCFD)
The Company operates in an environment that renders our exposure to climate-related risks minimal, therefore,
the Company has not included in this annual report and financial statement the climate related financial
disclosures consistent with the TCFD Recommendations and Recommended Disclosures. However, our
commitment is unwavering towards comprehending our environmental footprint and crafting sustainability
strategies over the future relative to our operational size. While limited in its environmental impact, our
operational ethos is underscored by a proactive approach to environmental stewardship. We detail the eleven
TCFD recommendation below.
The Company intends to comply with the TCFD recommendations within the next 12-24 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
Strategy
Describe
the
climate-
In the short term, the Company's operations present a low direct climate-
related
risks
and
related risks. Potential expansion may have an impact and as and when,
opportunities
the
the Board will actively identify opportunities to minimise the carbon
organisation has identified
footprint and enhance its positive impact on environmental sustainability.
over
the
short,
medium,
and long term.
Describe the impact of
The present operational
model
intrinsically
curtails
its environmental
climate-related
risks
and
impact however the subsidiary is actively endeavouring to reduce imports
opportunities
on
the
from other continents and this reduce transport environmental costs.
organisation’s
businesses,
strategy,
and
financial
planning.
Annual report for the year ended 31 October 2023
29
Everest Global Plc
Risk management
Describe the organisation’s
The Company has a careful
risk management process. This involves a
processes for identifying
continuous process of identifying, assessing, responding to, and
and
assessing
climate-
monitoring risks, including those related to climate. While climate change
related risks.
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
Risks are identified and
ranked considering both their likelihood and
processes
for managing
potential impact. Risks that are above an expectable threshold are given
climate-related risks.
special attention. For such risks, mitigation strategies are developed, action
plans are drawn up, and responsibilities are assigned for their
implementation.
Metrics & targets
Disclose the metrics used
Given our limited carbon intensive operational model, and our propensity
by
the
organisation
to
to outsource many functions, our direct
environmental impact
is
assess climate-related risks
inherently limited. We monitor our operations to ensure alignment with
and opportunities
in
line
best practices in sustainability.
with
its strategy
and risk
management
process.
The Company is deeply committed to a sustainable future and will continuously assess its environmental
impact and adopt strategies to minimise its carbon emissions.
Annual report for the year ended 31 October 2023
30
Everest Global Plc
Remuneration Committee report
Remuneration Committee terms of reference
The Remuneration Committee has responsibility, subject to any necessary Shareholder approval, for the
determination of the terms and conditions of employment, remuneration and benefits of the Executive Directors
and certain other senior executives, including pension rights and any compensation payments. It also
recommends and monitors the level and structure of remuneration for senior management and the
implementation of share option or other performance-related schemes. It is the aim of the committee to
remunerate Executive Directors competitively and to reward performance. The Remuneration Committee
determines the Company's policy for the remuneration of Executive Directors, having regard to the QCA
Corporate Governance Code 2023.
The Remuneration Committee meets at least twice a year. However, due to the structure of the business
currently the meeting was combined into a board meeting as all the members are the same as the Board. The
responsibilities of the committee covered in its terms of reference include determining and monitoring policy
on and setting levels of remuneration, termination, performance-related pay, pension arrangements, reporting
and disclosure, share incentive plans and the appointment of remuneration consultants. The terms of reference
also set out the reporting responsibilities and the authority of the committee to carry out its responsibilities.
Directors’ remuneration, shareholding and options
Remuneration
The Directors’ remuneration for the year ended 31 October 2023 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.
Directors Fee and
Consultancy Fee
Group
Company
2023
2022
2023
2022
£
£
£
£
Xin (Andy) Sui
39,000
-
39,000
-
Robert Scott
34,000
12,000
34,000
12,000
Simon Grant-Rennick
50,260
-
50,260
-
Andrew Monk *
-
12,923
-
12,923
Matthew Bonner *
-
11,000
-
11,000
Total
123,260
35,923
123,260
35,923
* These directors resigned during the year ended 31 October 2022
No pension contributions were made by the Company on behalf of its Directors other than for Andrew Monk.
Andrew Monk’s pension contribution for 2023 Nil (2022: £330).
At the year-end a total of £2,810 (2022: £33,587) was outstanding in respect of Directors’ emoluments.
Annual report for the year ended 31 October 2023
31
Everest Global Plc
Shareholding
As at 31 October 2023, the Directors of the Company held the following shares:
Shareholder Shareholding
Percentage of
company's Ordinary
Share capital * Shareholding
Percentage of
company's Ordinary
Share capital **
2023
2022
Robert Scott ***
552,599
0.85%
552,599
1.20%
* Total number of Ordinary Shares in issue on 31 October 2023 - 64,888,855
** Total number of Ordinary Shares in issue on 31 October 2022 - 46,162,855
*** Shares are held 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
As at 31 October 2023 the warrants held by Directors were:
Warrant holder
5p warrants
5p warrants
2023
2022
Robert Scott
-
820,000
Andrew Monk *
-
4,240,000
Matt Bonner *
-
840,000
Total
-
5,900,000
* These directors resigned during the year ended 31 October 2022
The warrants that were held by the Directors as at 31 October 2022 expired on 23 March 2023. Due to the
warrants lapsing the Directors no longer hold any warrants within the company.
Annual report for the year ended 31 October 2023
32
Everest Global Plc
Audit Committee report
Audit Committee terms of reference
The Audit Committee comprises of all three members of 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 2023 audit report. As part of the process of preparing a 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 new auditors settled in very well and we have
built up a level of trust with them. I believe their continued input will be very helpful to the Company in reducing
risk and enhancing internal controls. Next year, we are looking to continue our work on risk management,
particularly focusing on identifying, assessing, and mitigating potential risks that could impact our strategic
objectives. I am proud of the progress we have made over the past year and we as a Company remain committed
to maintaining the highest standards of corporate governance.
Chair of the Audit Committee
Date: 26 February 2024
.............................
Simon Grant-Rennick
Annual report for the year ended 31 October 2023
33
Everest Global Plc
Directors' report
The Directors have the pleasure of submitting their report and the audited financial statements for the year
ended 31 October 2023.
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 ben 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.
Annual report for the year ended 31 October 2023
34
Everest Global Plc
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 103.
Auditors
RPGCC, has expressed its willingness to continue in office and a resolution to reappoint following the 2023
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 100.
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 20.
Dividends
No dividends will be distributed for the current year (2022 - nil).
Diversity
The Group's diversity statistics are available on page 26.
Events after the reporting period
Further information on events after the reporting date are set out in note 32.
Employees
The average number of employees and their remuneration are detailed in note 7.
Internal control and risk management
The Group's has detailed out its internal controls and risk management on page 15. Additionally its principle
risks are on page 11.
Annual report for the year ended 31 October 2023
35
Everest Global Plc
Investing
policy
The Company was established to invest in or acquire companies engaged in the agriculture and ancillary sectors
in Africa. The Directors intend to use their collective experience to identify appropriate investment opportunities
in the production, transportation and trading of food and beverage products and ancillary industries.
Indemnity and insurance
Details of Directors’ indemnity and insurance is located on page 103.
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 2023. A full list of these positions can be found on page 101.
Stakeholder engagement
Details regarding the engagement with suppliers, customers and others in business relationships with the
Company may be found on page 4.
Non-financial reporting
Non-financial measures are an important part of our business and we have consistently recognised the
importance of non-financial information in our annual report. The Board is committed to acting responsibility
and working with our stakeholders to manage the social and ethical impact of our activities. We aim to treat all
our stakeholders fairly and with integrity, as we explain in our climate related financial disclosures.
On behalf of the board
Date: 26 February 2024
.............................
Xin (Andy) Sui
Annual report for the year ended 31 October 2023
36
Everest Global Plc
Financial statements
37
Independent auditor's report
42
Statement of comprehensive income
43
Statement of financial position
44
Consolidated statement of changes in equity
45
Company statement of changes in equity
46
Statement of cash flows
47
Notes to the financial statements
Annual report for the year ended 31 October 2023
37
Everest Global Plc
Independent auditor's report
To the members of Everest Global Plc
Opinion
We have audited the financial statements of Everest Global Plc (the ‘Company’) and its subsidiaries (the ‘Group’)
for the year ended 31 October 2023 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, 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 2023
and of the Group’s loss 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.
Material uncertainty relating to going concern
We draw attention to note 2a in the financial statements, which indicates events or conditions identified that
may cast significant doubt over the Company’s ability to continue as a going concern. As stated in note 2a,
these events or conditions, along with other matters set forth in note 2a, indicate that a material uncertainty
exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is
not modified in respect of this matter. 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 2025;
•
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;
Annual report for the year ended 31 October 2023
38
Everest Global Plc
•
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.
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 matter identified is described below.
Key audit matter
Revenue recognition
Revenue recognition is a presumed risk of
fraud under International Auditing
Standards.
Given the subjectivity of estimates
How our work addressed this 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;
•
Reconciling expected income for a sample of contracts to
involved, we consider the carrying value amounts reported in the accounts.
of property to be a key audit matter.
•
Reviewing settlement of contract values after the period
end; and
•
Where no post year end settlement has occurred, for
amounts agreed in the period consider the accuracy of past
estimates.
Annual report for the year ended 31 October 2023
39
Everest Global Plc
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use
a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly,
misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of
the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating
their
effect on the financial statements as a whole.
We consider gross assets to be the most significant determinant of the Group’s financial performance used
by the users of the financial statements. We have based materiality on 2% of gross assets for each of the
operating components. Overall materiality for the Group was therefore set at £33,000. 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.
Annual report for the year ended 31 October 2023
40
Everest Global Plc
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;
•
certain disclosures of Directors’ remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors’ responsibilities statement set out on page 5 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 IASs (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.
Annual report for the year ended 31 October 2023
41
Everest Global Plc
•
We identified the greatest risk of material impact on the financial statements from irregularities, including
fraud, to be the override of controls by management. Our audit procedures to respond to these risks
included enquiries of management about their own identification and assessment of the risks of
irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This
risk increases the more that compliance with a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to become aware of instances of non- compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Auditor's Report.
Other matters that we are required to address
We were appointed on 12 April 2023 and this is the second 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)
Chartered Accountants
For and on behalf of RPG Crouch Chapman LLP
Registered Auditor
40 Gracechurch Street
26 February 2024
London
EC3V 0BT
Annual report for the year ended 31 October 2023
42
Everest Global Plc
| Statement of comprehensive income | ||||||
Group | Company | |||||
Year ended | Year ended | Year ended | Year ended | |||
31 October | 31 October | 31 October | 31 October | |||
2023 | 2022 | 2023 | 2022 | |||
Notes | £ | £ | £ | £ | ||
| Revenue | 5 | - | - | |||
Cost of sales | ( | ( | - | - | ||
Gross profit | - | - | ||||
| Other income | 6 | 9,231 | - | |||
Administrative expenses | 9 | ( | ( | (820,114) | 21,587 | |
Impairments | 10 | - | (227,939) | |||
Operating loss | ( | ( | (810,883) | (206,352) | ||
Finance costs | 11 | ( | ( | (75,975) | (135,775) | |
Finance income | 12 | 6,959 | 20,439 | |||
Loss before tax from continuing operations | ( | ( | (879,899) | (321,688) | ||
| Tax on loss on ordinary activities | 13 | - | - | |||
Loss for the year from continuing operations | ( | ( | (879,899) | (321,688) | ||
| Other comprehensive income | - | - | ||||
Total comprehensive loss for the year | from continuing operations | ( | ( | (879,899) | (321,688) | |
| Loss attributable to ordinary | ( | ( | - | - | ||
| shareholders | ||||||
Loss attributable to non- controlling interests | ( | - | - | |||
Total comprehensive loss | ( | ( | - | - | ||
| attributable to ordinary | ||||||
Total comprehensive loss | - | - | ||||
attributable to non-controlling | ||||||
| Basic and diluted earning per share | 14 | ( | ( | |||
| - in pence |
Annual report for the year ended 31 October 2023
43
Everest Global Plc
Statement of financial position
As at 31 October 2023
Group | Company | |||||
2023 | 2022 | 2023 | 2022 | |||
Notes | £ | £ | £ | £ | ||
Assets | ||||||
Non-current assets | ||||||
Investment in subsidiaries | 15 | - | - | |||
Property, plant & equipment | 16 | - | - | |||
Right of use asset | 27 | - | - | |||
Total non-current assets | - | - | ||||
Current assets | ||||||
Investment in associate | 15 | - | 6,154 | |||
Inventories | 17 | - | - | |||
Trade & other receivables | 18 | 258,319 | 11,219 | |||
Cash & cash equivalents | 19 | 765,814 | 922,613 | |||
Total current assets | 1,024,133 | 939,986 | ||||
Total assets | 1,024,133 | 939,986 | ||||
Equity & liabilities | ||||||
| Share capital | 21 | 1,297,778 | 923,258 | |||
| Share premium | 21 | 3,502,967 | 3,040,115 | |||
| Share based payment reserve | 22 | 464,734 | 302,176 | |||
Equity portion | of convertible loan | 24 | 37,713 | 42,539 | ||
| notes | ||||||
Retained earnings | ( | ( | (5,118,860) | (4,238,961) | ||
Total owner's equity | ( | ( | 184,332 | 69,127 | ||
Non-controlling interest | 23 | ( | ( | - | - | |
Total equity | ( | ( | 184,332 | 69,127 | ||
Non-current liabilities | ||||||
Non-current lease liabilities | 27 | - | - | |||
Borrowings | 26 | - | - | |||
Convertible loan notes | 25 | 491,071 | 710,274 | |||
Total non-current liabilities | 491,071 | 710,274 | ||||
Current liabilities | ||||||
Current lease liabilities | 27 | - | - | |||
Trade and other payables | 20 | 348,730 | 160,585 | |||
Total current liabilities | 348,730 | 160,585 | ||||
Total equity and liabilities | 1,024,133 | 939,986 |
Annual report for the year ended 31 October 2023
44
Everest Global Plc
Group statement of changes in equity
For the year ended 31 October 2023
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 2021 | ( | ( | ( | |||||
| Shares issued | ||||||||
| Shares issued on conversion of convertible | ||||||||
| loan notes | ||||||||
| Settlement of debt by the issue of shares | ||||||||
Extension date of conversion of the convertible loan notes | ( | ( | ( | |||||
| Warrants issued during the year | ( | |||||||
| Loss attributable to non-controlling interest | ( | |||||||
on disposal of 49% of subsidiary | ||||||||
Loss for the year | ( | ( | ( | |||||
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 | ( | ( | ( | ( |
Annual report for the year ended 31 October 2023
45
Everest Global Plc
Company statement of changes in equity
For the year ended 31 October 2023
Share
Share
Share
based
payment
Equity
portion of
convertible
Retained
Total
capital
Premium
reserve
loan notes
earnings
equity
£
£
£
£
£
£
Balance at 31 October 2021
439,322
2,571,247
83,377
74,935
(3,917,273)
(748,392)
Shares issued
260,000
390,000
-
-
-
650,000
Shares issued on conversion of convertible loan notes
147,463
221,194
-
-
-
368,657
Settlement of debt by the issue of shares
76,473
76,473
-
-
-
152,946
Extension date of conversion of the convertible loan notes
-
-
-
(32,396)
-
(32,396)
Warrants issued during the year
-
(218,799)
218,799
-
-
-
Loss for the year
-
-
-
-
(321,688)
(321,688)
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
Annual report for the year ended 31 October 2023
46
Everest Global Plc
Statement of cash flows
For the year ended 31 October 2023
Group | Company | ||||
| Year ended | Year ended | Year ended | Year ended | ||
31 October | 31 October | 31 October | 31 October | ||
2023 | 2022 | 2023 | 2022 | ||
Notes | £ | £ | £ | £ | |
Cashflows from operating activities | |||||
Operating loss | ( | ( | (810,883) | (206,352) | |
Adjusted for: | |||||
Depreciation | 16 & 27 | - | - | ||
Impairment of investment | 10 | - | 227,939 | ||
Profit/loss on disposal of PPE | 6 | ( | - | - | |
Foreign exchange loss | ( | - | - | ||
Finance costs | 11 | ( | ( | - | - |
Interest received | 12 | - | - | ||
Profit on disposal of investment | 6 | ( | (9,231) | - | |
Profit on disposal of loans | - | 1 | |||
Changes in working capital | |||||
(Increase)/decrease in inventories | 17 | ( | ( | - | - |
Decrease/(increase) in receivables | 18 | ( | (40,141) | 17,518 | |
(Decrease)/increase in payables | 20 | ( | 188,141 | (647,030) | |
Net cashflow from operating activities | ( | ( | (672,114) | (607,924) | |
Investing activities | |||||
Acquisition of PPE | 16 | ( | ( | - | - |
Foreign exchange movements | 16 | ( | ( | - | - |
Profit on sale of associate | 9,231 | - | |||
Sale of associate | 6,154 | - | |||
Increase in intercompany loans | - | (227,939) | |||
Loans receivable | 18 | ( | (200,000) | - | |
Net cashflow from investing activities | ( | ( | (184,615) | (227,939) | |
Financing activities | |||||
Net proceeds from issue of shares | 21 | 699,930 | 650,000 | ||
| Convertible loan notes issued | - | - | |||
Increase/(decrease) in borrowings | 26 | ( | - | - | |
Foreign exchange movements | - | - | |||
Capital repayments of lease liability | 27 | ( | ( | - | - |
Net cashflow from financing activities | 699,930 | 650,000 | |||
Net cashflow for the year | ( | ( | (156,799) | (185,863) | |
Opening cash and cash equivalents | 19 | 922,613 | 1,108,476 | ||
Foreign exchange movements | 28 | - | - | ||
Closing cash and cash equivalents | 19 | 765,814 | 922,613 |
Annual report for the year ended 31 October 2023
47
Everest Global Plc
Notes to the group annual financial statements
For the year ended 31 October 2023
1.
General
information
and advisers to the Company are presented on the directors and professional advisers page at the back of this
report (page 99). The Company is admitted to the Official List (by way of a Standard Listing under Chapter 14 of
the Listing Rules) and to trading on the London Stock Exchange's Main Market for listed securities. The
information within these financial statements and accompanying notes has been prepared for the year ended
31 October 2023 with comparatives for the year ended 31 October 2022.
Annual report for the year ended 31 October 2023
48
Everest Global Plc
| Reference | Title | Summary | Application date | |||||||||
| IFRS 3 | Business | Updating | a | reference | in | IFRS | 3 | to | the | 1 January 2022 | ||
| combinations | Conceptual | Framework | for | Financial | ||||||||
Reporting | without | changing | the | |||||||||
accounting | requirements | for | business | |||||||||
| combinations. | ||||||||||||
| IAS 16 | Property, Plant and | Prohibits a company from deducting from | 1 January 2022 | |||||||||
| Equipment | the | cost | of | property, | plant | and | ||||||
equipment | amounts | received | from | |||||||||
selling | items | produced | while | the | ||||||||
company | is | preparing | the | asset | for | its | ||||||
intended | use. | Instead, | a | company | will | |||||||
recognise | such | sales | proceeds | and | ||||||||
| related costs in profit or loss. | ||||||||||||
| IAS 37 | Provisions, | Specifies | which | costs | a | company | 1 January 2022 | |||||
| contingent | includes | when | assessing | whether | a | |||||||
| liabilities and | contract will be loss-making. | |||||||||||
Annual report for the year ended 31 October 2023
49
Everest Global Plc
| IAS 1 | Presentation of | Clarifies | that | liabilities | are | classified | as | 1 January 2023 | ||||||
| Financial | either current or non-current, depending | |||||||||||||
| Statements | 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 the | |||||||||||||
| Statements' and | financial | statements | to | distinguish | ||||||||||
| 'Accounting | between | changes | in | accounting | ||||||||||
| policies, changes in | estimates | and | changes | in | accounting | |||||||||
| accounting | policies. | |||||||||||||
| estimates | ||||||||||||||
| and errors' | ||||||||||||||
| IAS 12 | Deferred taxation | These | amendments | require | companies | 1 January 2023 | ||||||||
| to recognise deferred tax on transactions | ||||||||||||||
that, | on | initial | recognition | give | to | rise | ||||||||
equal amounts of taxable and | deductible | |||||||||||||
| temporary differences. | ||||||||||||||
| IFRS 17 | Insurance | This | standard | replaces | 4, | IFRS | which | 1 January 2023 | ||||||
| contracts | currently | permits | wide | a | of | variety | ||||||||
practices | in | accounting | for | insurance | ||||||||||
contracts. | IFRS | 17 | will | fundamentally | ||||||||||
| change the accounting by all entities that | ||||||||||||||
| issue insurance contracts and investment | ||||||||||||||
| contracts with discretionary participation | ||||||||||||||
| features. | ||||||||||||||
Annual report for the year ended 31 October 2023
50
Everest Global Plc
Annual report for the year ended 31 October 2023
51
Everest Global Plc
Leasehold | improvements | 33.33% |
Furniture, fixtures & equipment | 17.00% | |
Plant & machinery | 20.00% & 33.33% |
Annual report for the year ended 31 October 2023
52
Everest Global Plc
Annual report for the year ended 31 October 2023
53
Everest Global Plc
Annual report for the year ended 31 October 2023
54
Everest Global Plc
Annual report for the year ended 31 October 2023
55
Everest Global Plc
Annual report for the year ended 31 October 2023
56
Everest Global Plc
| Nature and timing of satisfaction of | |||||||||||||
| Type of product/ | performance | obligations, | including | ||||||||||
| service | significant payment terms | Revenue recognition under IFRS 15 | |||||||||||
| Sale of goods | Customers obtain control of | the goods | Revenue is recognised when the goods | ||||||||||
| when the goods have been delivered to | are delivered and have been accepted | ||||||||||||
them | and have | been | accepted | at their | by | the customers at their premises or | |||||||
| premises or the agreed point of delivery. | the agreed point of delivery. | ||||||||||||
| Invoices are generated at that point in | |||||||||||||
time | net | of | rebates | discounts. | and | ||||||||
| Invoices are generally payable within 30 | |||||||||||||
days. | No | settlement | discounts | are | |||||||||
| provided for. The sale of the goods are | |||||||||||||
| not subject to a return policy. | |||||||||||||
| Interest revenue | Interest | income | recognised | in | is | the Once a financial asset has been written | |||||||
income statement for all interest-bearing | down | to | its | estimated | recoverable | ||||||||
instruments (whether classified as held- | amount, | interest | income | is | thereafter | ||||||||
to-maturity, | derivatives | FVTOCI, | FVTPL, | recognised | based | on | the | effective | |||||
or other assets) on an accrual basis using interest rate that was used to discount | |||||||||||||
the | interest | effective | method | the future cash flows for the purpose of | |||||||||
based | on | actual | the | purchase | price measuring the recoverable amount. | ||||||||
| including direct transaction costs. | |||||||||||||
Annual report for the year ended 31 October 2023
57
Everest Global Plc
Annual report for the year ended 31 October 2023
58
Everest Global Plc
Annual report for the year ended 31 October 2023
59
Everest Global Plc
Rate compared to £ (GBP) | ||
For the year | For the year | |
| ending 31 | ending 31 | |
| Foreign | October | October |
currency | 2023 | 2022 |
South African Rand | 22.6757 | 21.0410 |
US Dollar | 1.2154 | 1.1469 |
t.
Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision-maker, who is responsible for allocating resources
and assessing performance of the operating segments, has been identified as the Executive Director who
makes strategic decisions.
3.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
In the application of the Group's accounting policies, which are described above, management is required to
make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily
apparent from other sources. The estimates and assumptions that had a significant risk of causing a material
adjustment to the carrying amount of assets and liabilities are discussed below.
Annual report for the year ended 31 October 2023
60
Everest Global Plc
a.
Inventory valuation
Inventory is valued at the lower of cost and net realisable value. Net realisable value of inventories is the
estimated selling price in the ordinary course of business, less estimated costs of completion and selling
expenses. These estimates are based on the current market conditions and the historical experience of
selling products of a similar nature. It could change significantly as a result of competitors' actions in
response to severe industry cycles. The Group reviews its inventories in order to identify slow-moving
merchandise and uses markdowns to clear merchandise. Inventory value is reduced when the decision
to markdown below cost is made.
b.
Impairment of long term inter-company receivables
The Group's management reviews long-term inter-company receivables on a regular basis to determine if
any provision for impairment is necessary. The policy for the impairment of long-term inter-company
receivables of the Group is based on, where appropriate, the evaluation of collectability, the trading
performance of the relevant subsidiary and on management's judgement. A considerable amount of
judgement is required in assessing the ultimate realisation of these outstanding amounts, including the
current and estimated future trading performance of the relevant subsidiary. If the financial conditions of
inter-company debtors of the Group were to deteriorate, resulting in an impairment of their ability to make
payments, a provision for impairment may be required.
c.
Impairment of receivables
The Group's management reviews receivables on a regular basis to determine if any provision for impairment
is necessary. The policy for the impairment of receivables of the Group is based on, where appropriate, the
evaluation of collectability and ageing analysis of the receivables and on managements' judgement. A
considerable amount of judgement is required in assessing the ultimate realisation of these outstanding
amounts, including the current creditworthiness and the past collection history of each debtor. If the
financial conditions of debtors of the Group were to deteriorate, resulting in an impairment of their ability
to make payments, provision for impairment may be required.
d.
Incremental borrowing cost of right of use assets and lease liabilities
In assessing the Group's right of use assets and lease liabilities, the Group has to assess its incremental
borrowing costs. As an approximation of the Group's incremental long term borrowing costs, the Group
estimated the borrowing costs associated with similar long term, asset based financing arrangements. The
Group based the implied incremental borrowing costs on the South African prime lending rate applicable
at the date of commencement of the agreement and added an appropriate lending premium that would
be typically applied by lenders. At the year end the estimated incremental borrowing costs used amounted
to 8.5% (2022: 8.5%).
e.
Income taxes
The Group is subject to income taxes in South Africa and the UK. The South African income taxes are
administered by South African accountants. Significant judgement is required in determining the provision
for income taxes and the timing of payment of the related tax. There are certain transactions and calculations
for which the ultimate tax determination is uncertain during the ordinary course of business. The Group
recognises liabilities for anticipated tax based on estimates of whether additional taxes will be due. Where
the final tax outcome of these matters is different from the amounts that were initially recorded, such
differences will impact the income tax provision in the year in which such determination is made.
Annual report for the year ended 31 October 2023
61
Everest Global Plc
f.
Share based payments
The fair value of share-based payments recognised in the income statement is measured by use of the Black
Scholes model, which considers conditions attached to the vesting and exercise of the equity instruments.
The expected life used in the model is adjusted; based on management's best estimate, for the effects of
non-transferability, exercise restrictions and behavioural considerations. The share price volatility
percentage factor used in the calculation is based on management's best estimate of future share price
behaviour based on past experience, future expectations and benchmarked against peer companies in the
industry.
g.
Equity portion of convertible loan notes
The Group provides for the equity portion of convertible loan notes by applying an estimated interest rate
in determining the present values of the convertible loan notes and the interest payable thereon over the
life of the convertible loan notes.
h.
Depreciation and amortisation
The Group depreciates property, plant and equipment and amortises the leasehold buildings and land
use rights on a straight-line method over the estimated useful lives. The estimated useful lives reflect the
Directors' estimate of the years that the Group intends to derive future economic benefits from the use of
the Groups' property, plant and equipment.
Annual report for the year ended 31 October 2023
62
Everest Global Plc
5.
Revenue
| Group | Company | |||
For the year | For the year | For the year | For the year | |
| ending 31 | ending 31 | ending 31 | ending 31 | |
| October | October | October | October | |
2023 | 2022 | 2023 | 2022 | |
£ | £ | £ | £ | |
Major product/service lines | ||||
| Sale of agricultural | 2,791,695 | 1,698,839 | - | - |
| materials | ||||
Primary geographic markets | ||||
South Africa | 2,791,695 | 1,698,839 | - | - |
| Timing of revenue recognition | ||||
Products transferred at a point in time | 2,791,695 | 1,698,839 | - | - |
| Group | Company | |||
| For the year | For the year | For the year | For the year | |
| ending 31 | ending 31 | ending 31 | ending 31 | |
| October | October | October | October | |
| 2023 | 2022 | 2023 | 2022 | |
| £ | £ | £ | £ | |
| Bad debts recovered | 3,212 | - | - | - |
Profit on disposal of property plant and equipment | 10,130 | - | - | - |
Profit on disposal of investment | 9,231 | 1,264 | 9,231 | - |
22,573 | 1,264 | 9,231 | - |
7.
Personnel expenses and staff numbers
| Group | Company | |||
| For the year | For the year | For the year | For the year | |
| ending 31 | ending 31 | ending 31 | ending 31 | |
| October | October | October | October | |
| 2023 | 2022 | 2023 | 2022 | |
| The average number of employees in the year were: | ||||
| Directors | 6 | 5 | 3 | 3 |
| Management | 3 | 1 | - | - |
| Accounts & | 3 | 2 | - | - |
| administrative | ||||
| Sales | 1 | 1 | - | - |
| Manufacturing/ | 11 | 8 | - | - |
| warehouse | ||||
| Total | 24 | 17 | 3 | 3 |
Annual report for the year ended 31 October 2023
63
Everest Global Plc
8.
Directors' remuneration
| Group | Company | |||||||
For the year | For the year | For the year | For the year | |||||
ending | 31 | ending | 31 | ending | 31 | ending | 31 | |
October | October | October | October | |||||
2023 | 2022 | 2023 | 2022 | |||||
Salaries and fees | £ | £ | £ | £ | ||||
Xin (Andy) Sui | 39,000 | - | 39,000 | - | ||||
Robert Scott | 34,000 | 12,000 | 34,000 | 12,000 | ||||
Simon Grant-Rennick | 50,260 | - | 50,260 | - | ||||
Andrew Monk * # | - | 12,923 | - | 12,923 | ||||
Matthew Bonner * | - | 11,000 | - | 11,000 | ||||
Total | 123,260 | 35,923 | 123,260 | 35,923 | ||||
* These directors resigned during the year ended 31 October 2022
# included in Andrew Monk's remuneration is £1,923 for National Insurance contributions
No pension contributions were made by the Company on behalf of its directors in the current year.
Included in Andrew Monk's 2022 remuneration are pension contributions amounting to £330.
At the year-end a total of £2,810 (2022: £33,587) was outstanding in respect of directors' emoluments.
Group | Company | |||
| Year ended | Year ended | Year ended | Year ended | |
31 October | 31 October | 31 October | 31 October | |
2023 | 2022 | 2023 | 2022 | |
£ | £ | £ | £ | |
The aggregate payroll costs for these persons were: | 332,440 | 232,273 | 123,260 | 59,032 |
| Average ratio of executive pay | 3.54 | 0.85 | ||
| verses average employee pay: | ||||
| Average directors | 41,087 | 11,974 | ||
| Average of all employees | 13,852 | 13,663 | ||
| Average of non-director | 11,621 | 14,025 | ||
| employees |
Annual report for the year ended 31 October 2023
64
Everest Global Plc
10.
Impairments
In previous financial years, the recoverability of the investment was evaluated and in management's estimation,
it was considered necessary to impair the goodwill on consolidation, the investment in the subsidiary and the
intercompany loans receivable. They are held at nil value in the financial statements.
Group | Company | |||||
For the year | For the year | For the year | For the year | |||
| ending 31 | ending 31 | ending 31 | ending 31 | |||
| October | October | October | October | |||
2023 | 2022 | 2023 | 2022 | |||
£ | £ | £ | £ | |||
Impairment | of | intercompany | - | - | - | 227,939 |
| loans receivable | - | - | - | 227,939 |
Group | Company | |||||||||
For the year | For the year | For the year | For the year | |||||||
ending | 31 | ending | 31 | ending | 31 | ending | 31 | |||
October | October | October | October | |||||||
| 2023 | 2022 | 2023 | 2022 | |||||||
£ | £ | £ | £ | |||||||
| Auditors remuneration for audit | 55,000 | 45,000 | 55,000 | 45,000 | ||||||
| service: parent | ||||||||||
| Auditors remuneration for audit | - | - | - | - | ||||||
| service: related services | ||||||||||
Under-provision | of prior year | 5,000 | 11,530 | 5,000 | 11,530 | |||||
| audit fee | ||||||||||
| Auditors remuneration for audit | 6,539 | 17,308 | 6,539 | - | ||||||
service: subsidiary | ||||||||||
Brokership fees | 17,527 | 15,000 | 17,527 | 15,000 | ||||||
Legal & professional fees | 182,124 | (269,522) | 249,317 | (269,522) | ||||||
Registrar fees | 3,850 | 3,034 | 3,850 | 3,034 | ||||||
Depreciation on property, plant | 7,804 | 5,419 | - | - | ||||||
| & equipment (note 16) | ||||||||||
Depreciation on IFRS 16 right of use asset (note 27) | 85,895 | 79,541 | - | - | ||||||
Gain/loss on exchange | 88,870 | 1,061,452 | 478 | 305 | ||||||
Personnel expenses (note 7) | 332,440 | 232,273 | 48,068 | 59,032 | ||||||
Other administrative expenses | 282,493 | 372,767 | 69,767 | 114,034 | ||||||
Subtotal | 1,067,542 | 1,573,802 | 455,546 | (21,587) | ||||||
| Admission | costs | 364,568 | - | 364,568 | - | |||||
Total administrative expenses | 1,432,110 | 1,573,802 | 820,114 | (21,587) | ||||||
Annual report for the year ended 31 October 2023
65
Everest Global Plc
Group | Company | ||||||
For the year | For the year | For the year | For the year | ||||
| ending 31 | ending 31 | ending 31 | ending 31 | ||||
| October | October | October | October | ||||
2023 | 2022 | 2023 | 2022 | ||||
£ | £ | £ | £ | ||||
Interest paid on borrowings | 95,771 | 124,889 | - | - | |||
| Interest accrued on convertible | 75,975 | 135,775 | 75,975 | 135,775 | |||
| loan notes | |||||||
| Lease liability | 17,935 | 25,995 | - | - | |||
Finance | charges | associated | |||||
with loan to K2 (note 1) | disposal | of | intercompany | - | 3,131,890 | - | - |
| 189,681 | 3,418,549 | 75,975 | 135,775 |
| Group | Company | |||
| For the year | For the year | For the year | For the year | |
| ending 31 | ending 31 | ending 31 | ending 31 | |
| October | October | October | October | |
| 2023 | 2022 | 2023 | 2022 | |
| £ | £ | £ | £ | |
| Interest earned on loan | 6,959 | - | 6,959 | - |
| receivable | ||||
Interest earned on intercompany loan receivable | - | - | - | 20,439 |
| Interest earned on favourable | 17,586 | 157 | - | - |
| bank balances | 24,545 | 157 | 6,959 | 20,439 |
Annual report for the year ended 31 October 2023
66
Everest Global Plc
Group | Company | ||||||||
For the year | For the year | For the year | For the year | ||||||
ending | 31 | ending | 31 | ending | 31 | ending | 31 | ||
October | October | October | October | ||||||
2023 | 2022 | 2023 | 2022 | ||||||
£ | £ | £ | £ | ||||||
| Tax charge | - | - | - | - | |||||
| Factors affecting the tax charge | |||||||||
| Loss on ordinary | (887,038) | (4,570,562) | (879,899) | (321,688) | |||||
| activities before taxation | |||||||||
| Loss on ordinary | |||||||||
| activities before taxation | |||||||||
| multiplied by standard | |||||||||
| rate of UK corporation tax | (168,537) | (868,407) | (167,181) | (61,121) | |||||
| of 19% (2022: 19%) | |||||||||
| Tax effect of expenses | |||||||||
| not deductible for tax | 2,852 | 597,067 | 14,751 | - | |||||
| Overseas tax rate | |||||||||
difference from UK rate - 27% (2022: | 28%) | 13,255 | 21,707 | - | - | ||||
Tax effect of utilisation of tax losses | 152,430 | 249,633 | 152,430 | 61,121 | |||||
Tax charge for the year | - | - | - | - | |||||
Annual report for the year ended 31 October 2023
67
Everest Global Plc
14.
Loss per share
Loss per share data is based on the Group result for the year and the weighted average number of shares in
issue. Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted
average number of ordinary shares in issue during the year:
Year ended | Year ended | |
31 October | 31 October | |
2023 | 2022 | |
| £ | £ | |
Loss after tax | (862,340) | (4,571,084) |
Weighted average number of shares in issue | 50,488,839 | 25,690,228 |
Basic and diluted loss per share | (0.0171) | (0.1779) |
Basic and diluted loss per share are the same, since where a loss is incurred the effect of outstanding share
options and warrants is considered anti-dilutive and is ignored for the purpose of the loss per share calculation.
As at 31 October 2023 there were 50,488,839 (2022: 46,162,855) shares in issue, 63,089,171 (2022: 38,363,171)
outstanding share warrants and nil (2022: nil) outstanding options, both are potentially dilutive.
| Group | Company | |||
Year ended | Year ended | Year ended | Year ended | |
31 October | 31 October | 31 October | 31 October | |
2023 | 2022 | 2023 | 2022 | |
| £ | £ | £ | £ | |
| Investment in subsidiary | ||||
| - cost of investment | - | - | 297,915 | 297,915 |
- impairment of investment | - | - | (297,915) | (297,915) |
Carrying value | - | - | - | - |
| Group | Company | |||
Year ended | Year ended | Year ended | Year ended | |
31 October | 31 October | 31 October | 31 October | |
2023 | 2022 | 2023 | 2022 | |
| £ | £ | £ | £ | |
Investment in Dynamic | - | 6,154 | - | 6,154 |
| Intertrade Agri (Pty) Ltd ('DIA') | ||||
Carrying value | - | 6,154 | - | 6,154 |
Annual report for the year ended 31 October 2023
68
Everest Global Plc
| Country of | ||||
| incorporation | Proportion of | Proportion of | ||
| Principal | and place of | equity interest | equity interest | |
| Name of company | activities | business | 2023 | 2022 |
| Trading in | ||||
| Dynamic Intertrade | agricultural | |||
| (Pty) Limited | products | South Africa | 51% | 51% |
Dynamic Intertrade (Pty) Ltd | 2023 | 2022 |
Percentage held as at 1 November | 51% | 100% |
| Percentage disposed of in subsidiary due | - | (49%) |
| to issuance of shares on 3 October 2022 | ||
| Percentage held at 31 October | 51% | 51% |
Dynamic Intertrade | (Pty) Ltd | 2023 | 2022 |
Proportion of ownership interests and voting rights held by non- | 49% | 49% | |
| controlling interests at 31 October | 2023 | 2022 | |
| £ | £ | ||
| Profit/(loss) allocation to non-controlling interests for the year | (24,698) | 522 | |
Non-controlling interests | (2,330,081) | (2,305,383) |
Annual report for the year ended 31 October 2023
69
Everest Global Plc
16.
Property, plant & equipment
| Furniture, | ||||
Leasehold | fixtures and | Plant & | ||
improvements | fittings | machinery | Total | |
Group | £ | £ | £ | £ |
Cost | ||||
As at 31 October 2021 | 19,746 | 4,356 | 279,382 | 303,484 |
Additions | - | - | 5,541 | 5,541 |
Exchange difference | (194) | (56) | (29,986) | (30,236) |
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 |
Accumulated depreciation | ||||
As at 31 October 2021 | 19,720 | 4,060 | 265,935 | 289,715 |
Charge in the year | 24 | 173 | 5,222 | 5,419 |
Exchange difference | (194) | (40) | (29,995) | (30,229) |
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 |
Net book value | ||||
As at 31 October 2022 | 2 | 107 | 13,775 | 13,884 |
As at 31 October 2023 | 2 | 962 | 24,807 | 25,771 |
The Company held no tangible fixed assets at 31 October 2023 or 31 October 2022.
17.
Inventories
| Group | Company | |||
Year ended | Year ended | Year ended | Year ended | |
31 October | 31 October | 31 October | 31 October | |
2023 | 2022 | 2023 | 2022 | |
| £ | £ | £ | £ | |
| Raw materials | 329,408 | 175,875 | - | - |
Carrying value | 329,408 | 175,875 | - | - |
The Group's subsidiary DI entered into a funding agreement with Euro 2 Afrisko Ltd whereby Euro 2 Afrisko Ltd
pays the suppliers directly and this is then repaid by DI to purchase stock from suppliers where deposits are
required. This funding was secured by a lien over the inventory and a cession of the debtors balances.
Annual report for the year ended 31 October 2023
70
Everest Global Plc
| Group | Company | |||
Year ended | Year ended | Year ended | Year ended | |
31 October | 31 October | 31 October | 31 October | |
2023 | 2022 | 2023 | 2022 | |
| £ | £ | £ | £ | |
Financial instruments | ||||
Trade receivables | 282,671 | 256,824 | - | - |
Deposits | - | 14,360 | - | - |
Loans receivable | 210,773 | - | 200,000 | - |
Other receivables | 42,726 | 11,219 | 42,726 | 11,219 |
| Non-financial instruments | ||||
Accrued income | 6,959 | - | 6,959 | - |
Prepayments | 30,257 | 126 | 8,634 | - |
Carrying value | 573,386 | 282,529 | 258,319 | 11,219 |
Current | 573,386 | 282,529 | 258,319 | 11,219 |
Non-current | - | - | - | - |
| 573,386 | 282,529 | 258,319 | 11,219 |
Annual report for the year ended 31 October 2023
71
Everest Global Plc
19.
Cash and cash equivalents
| Group | Company | |||
Year ended | Year ended | Year ended | Year ended | |
31 October | 31 October | 31 October | 31 October | |
2023 | 2022 | 2023 | 2022 | |
| £ | £ | £ | £ | |
| Cash on hand | 858,024 | 925,814 | 765,814 | 922,613 |
858,024 | 925,814 | 765,814 | 922,613 |
| Group | Company | |||
Year ended | Year ended | Year ended | Year ended | |
31 October | 31 October | 31 October | 31 October | |
2023 | 2022 | 2023 | 2022 | |
| £ | £ | £ | £ | |
Trade payables | 478,862 | 582,180 | 92,135 | 160,585 |
Other payables | 643,166 | - | 256,595 | - |
Related party payables | - | 42,202 | - | - |
1,122,028 | 624,382 | 348,730 | 160,585 |
Group | Company | |||
| Year ended | Year ended | Year ended | Year ended | |
31 October | 31 October | 31 October | 31 October | |
2023 | 2022 | 2023 | 2022 | |
£ | £ | £ | £ | |
Matthew Bonner | - | 25,357 | - | - |
Robert Scott | - | 16,845 | - | - |
- | 42,202 | - | - |
Annual report for the year ended 31 October 2023
72
Everest Global Plc
Number of | |||||||
| shares | Nominal value | Share premium | Total | ||||
| £ | £ | £ | |||||
| Balance at 31 October 2021 | 21,966,087 | 439,322 | 2,571,247 | 3,010,569 | |||
Share | issue on settlement | of | 3,823,627 | 76,473 | 76,473 | 152,946 | |
| debt 29 April 2022 | |||||||
Share | issue on conversion of | 7,373,141 | 147,463 | 221,194 | 368,657 | ||
| CLNs 3 October 2022 | |||||||
| Share issue 3 October 2022 | 13,000,000 | 260,000 | 390,000 | 650,000 | |||
Warrants issued during the year | - | - | (218,799) | (218,799) | |||
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 | 6,000,000 | 120,000 | 180,000 | 300,000 | |
| CLNs 25 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 | |||
Annual report for the year ended 31 October 2023
73
Everest Global Plc
Expired/ | ||||||
| As at 1 | exercised/ | As at 31 | ||||
| Date of | November | vested/ | October | Exercise | Exercise/ vesting date | |
| grant | 2022 | issued | 2023 | price | 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 |
38,363,171 | 24,726,000 | 63,089,171 |
Annual report for the year ended 31 October 2023
74
Everest Global Plc
On 19 January 2023 investors subscribed for 12,726,000 new ordinary shares in the Company at a price of
5.5p per share, representing a capital injection of £699,930 (gross and net) into the Company. The new ordinary
shares were accompanied by 1 for 1 warrants at 5.5p in the Company's ordinary shares, equating to 12,726,000
warrants exercisable at any time before 31 December 2024.
The conversion of £300,000 of CLNs on 24 January 2023 has created 6,000,000 new shares in the Company.
As per the terms of the CLNs on conversion each share also gets both a 5p and a 10p warrant. Therefore on
conversion 6,000,000 5p warrants and 6,000,000 10p warrants were issued and are exercisable up until 31
December 2024.
The estimated fair value of the options in issue was calculated by applying the Black-Scholes option pricing
model.
The assumptions used in the calculation were as follows:
Share price at date of grant | 0.03 |
Exercise price | Being the exercise price as stated above |
Expected volatility | 69% |
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 | 0.004796 - 0.011232 |
Options
At 31 October 2023 there were nil share options issued to the Directors and past Directors of the Company.
During the current year nil share options were granted (2022: nil).
23.
Non-controlling interests
Summarised financial information in respect of each of the Group's subsidiaries that has material non-
controlling interests is set out below. The summarised financial information below represents amounts before
intragroup eliminations.
2023 | 2022 | |
| Dynamic Intertrade (Pty) Ltd | £ | £ |
Current assets | 736,685 | 451,450 |
Non-current assets | 181,900 | 264,330 |
Current liabilities | (1,259,338) | (522,082) |
Non-current liabilities | (4,414,514) | (4,898,562) |
(4,755,267) | (4,704,864) | |
| Equity attributable to the owners of the Company | (2,425,186) | (2,399,481) |
Non-controlling interests | (2,330,081) | (2,305,383) |
(4,755,267) | (4,704,864) |
Annual report for the year ended 31 October 2023
75
Everest Global Plc
2023 | 2022 | |
| Dynamic Intertrade (Pty) Ltd | £ | £ |
Revenue | 2,791,695 | 1,698,839 |
Expenses | (3,138,683) | (2,615,612) |
Loss for the year | (346,988) | (916,773) |
| Loss attributable to the owners of the Company | (346,988) | (916,773) |
Loss attributable to the non-controlling interests | - | - |
Loss for the year | (346,988) | (916,773) |
Other comprehensive income attributable to owners of the Company | - | - |
Other comprehensive income attributable to the non-controlling interests | - | - |
Other comprehensive income for the year | - | - |
Total comprehensive income attributable to owners of the Company | (346,988) | (916,773) |
Total comprehensive income attributable to the non-controlling interests | - | - |
Total comprehensive income for the year | (346,988) | (916,773) |
Net cash outflows from operating activities | (314,591) | (786,055) |
Net cash outflows from investing activities | (22,290) | (4,415) |
Net cash outflows from financing activities | 429,724 | 792,436 |
Net cash inflow / (outflow) | 92,843 | 1,966 |
2023 | 2022 | |
Non-controlling interest | £ | £ |
Balance at 1 November | (2,305,383) | - |
Equity attributable to non-controlling interest on disposal of 49% interest | - | (2,305,905) |
Share of profits for the year | (24,698) | 522 |
Balance at 31 October | (2,330,081) | (2,305,383) |
On 16 January 2024 K2 exercised the put and call option agreement which was detailed in the Annual Financial
Statements for the year ending October 2022. This resulted in the Company selling its remaining 51% of DI.
Full details of this transaction can be found in the subsequent events, at note 32.
Annual report for the year ended 31 October 2023
76
Everest Global Plc
| Group | Company | |||
Year ended | Year ended | Year ended | Year ended | |
31 October | 31 October | 31 October | 31 October | |
2023 | 2022 | 2023 | 2022 | |
£ | £ | £ | ||
| Equity portion of convertible loan notes issued | 37,713 | 42,539 | 37,713 | 42,539 |
| during the year | ||||
| Carrying value | 37,713 | 42,539 | 37,713 | 42,539 |
| Group | Company | |||
Year ended | Year ended | Year ended | Year ended | |
31 October | 31 October | 31 October | 31 October | |
2023 | 2022 | 2023 | 2022 | |
£ | £ | £ | £ | |
| Convertible loan notes | 491,071 | 710,274 | 491,071 | 710,274 |
Carrying value | 491,071 | 710,274 | 491,071 | 710,274 |
Annual report for the year ended 31 October 2023
77
Everest Global Plc
| Group | Company | ||||||
| Year ended | Year ended | Year ended | Year ended | ||||
| 31 October | 31 October | 31 October | 31 October | ||||
| 2023 | 2022 | 2023 | 2022 | ||||
| £ | £ | £ | £ | ||||
Liability | component at | the beginning of | the | 710,274 | 910,759 | 710,274 | 910,759 |
financial year | |||||||
Conversion of CLNs to shares on 24 January 2023 | (300,000) | - | (300,000) | - | |||
Conversion of CLNs to shares on 3 October 2022 | - | (368,656) | - | (368,656) | |||
Equity portion on extension of conversion date | 4,826 | 32,396 | 4,826 | 32,396 | |||
Accumulated amortisation of interest expense | 75,971 | 135,775 | 75,971 | 135,775 | |||
| Accumulated payments of interest | - | - | - | - | |||
Liability | component at the end | of the financial | 491,071 | 710,274 | 491,071 | 710,274 | |
| year | |||||||
| Current portion included in current liabilities | - | - | - | - | |||
| Long term portion included in long term liabilities | 491,071 | 710,274 | 491,071 | 710,274 | |||
Liability | component at the end | of the financial | |||||
| 491,071 | 710,274 | 491,071 | 710,274 | ||||
Annual report for the year ended 31 October 2023
78
Everest Global Plc
Group | Company | ||||
Year ended | Year ended | Year ended | Year ended | ||
31 October | 31 October | 31 October | 31 October | ||
2023 | 2022 | 2023 | 2022 | ||
£ | £ | £ | £ | ||
Euro 2 Afrisko Ltd - inventory financing | 291,744 | 417,891 | - | - | |
Working Capital Partners Pty Ltd - accounts | 71,267 | 140,063 | - | - | |
receivable financing | |||||
Loan from K2 Spice Ltd | 4,355,369 | 4,174,538 | - | - | |
Carrying value | 4,718,380 | 4,732,492 | - | - |
27.
Leases
Right of use asset and lease liability
Group | Company | ||||
Year ended | Year ended | Year ended | Year ended | ||
31 October | 31 October | 31 October | 31 October | ||
2023 | 2022 | 2023 | 2022 | ||
£ | £ | £ | £ | ||
Operating lease commitments disclosed as at 31 | 266,555 | 347,102 | - | - | |
October | |||||
Interest payments | 17,935 | - | - | - | |
Lease payments | (89,704) | (73,234) | - | - | |
Exchange difference | (7,798) | (7,313) | - | - | |
Lease liability recognised in the statement of financial position | 186,988 | 266,555 | - | - | |
Of which: | |||||
Current lease liabilities | 108,266 | 100,485 | - | - | |
| Non-current lease liabilities | 78,722 | 166,070 | - | - | |
186,988 | 266,555 | - | - |
Right-of use assets were measured at the amount equal to the lease liability, adjusted by the amount of any
prepaid or accrued lease payments relating to that lease recognised in the statement of financial position as
at 31 October 2019. There were no onerous lease contracts that would have required an adjustment to the
right-of-use assets at the date of initial application. The recognised right of-use assets relate to the following
types of assets:
Annual report for the year ended 31 October 2023
79
Everest Global Plc
| Group | Company | ||||
Year ended | Year ended | Year ended | Year ended | ||
31 October | 31 October | 31 October | 31 October | ||
2023 | 2022 | 2023 | 2022 | ||
£ | £ | £ | £ | ||
| Properties | 156,129 | 250,446 | - | - | |
156,129 | 250,446 | - | - |
On 3 March 2020 a new lease was signed for the Group's main trading address, 104 Bofors Circle, Epping
Industrial 2, Cape Town, South Africa with commencement date of 1 July 2020. On the commencement date,
the Group recognised a lease liability and right-of-use asset of £430,973.
Impact on earnings per share
Depreciation on the right-of-use asset amounting to £103,842 (2022: £73,234) and interest on the right-of-use
lease liability of £17,935 (2022: £25,995) were charged to the statement of profit and loss for the current year.
As a result, the earnings per share decreased by 0.002p.
| Group | Company | |||
| Year ended | Year ended | Year ended | Year ended | |
| 31 October | 31 October | 31 October | 31 October | |
| 2023 | 2022 | 2023 | 2022 | |
| £ | £ | £ | £ | |
| Cash and cash equivalents | 858,024 | 925,814 | 765,814 | 922,613 |
| Borrowings | (4,350,555) | (4,732,492) | - | - |
Convertible loan notes | (491,071) | (710,274) | (491,071) | (710,274) |
Right of use lease liability | (186,988) | (266,555) | - | - |
Net debt | (4,170,590) | (4,783,507) | 274,743 | 212,339 |
| Cash and liquid investments | 858,024 | 925,814 | 765,814 | 922,613 |
Fixed rate instruments | (5,028,614) | (5,709,321) | (491,071) | (710,274) |
Net debt | (4,170,590) | (4,783,507) | 274,743 | 212,339 |
Annual report for the year ended 31 October 2023
80
Everest Global Plc
Cash and | Right of use | |||||
| cash | Convertible | lease | ||||
| equivalents | Borrowings | loan notes | liability | Total debt | Net debt | |
| £ | £ | £ | £ | £ | £ | |
| As at 31 October | 1,109,774 | (466,064) | (910,759) | (347,102) | (1,723,925) | (614,151) |
| 2021 | ||||||
| Cashflows | (183,960) | (1,134,538) | - | 73,234 | (1,061,304) | (1,245,264) |
| Non-cash | - | (3,131,890) | 200,485 | - | (2,931,405) | (2,931,405) |
| transactions | ||||||
| Foreign exchange | - | - | - | 7,313 | 7,313 | 7,313 |
| adjustments | ||||||
| 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 |
Cash and | Right of use | |||||
| cash | Convertible | lease | ||||
| equivalents | Borrowings | loan notes | liability | Total debt | Net debt | |
£ | £ | £ | £ | £ | £ | |
| As at 31 October | 1,108,476 | - | (910,759) | - | (910,759) | 197,717 |
| 2021 | ||||||
| Cashflows | (185,863) | - | - | - | - | (185,863) |
| Non-cash | - | - | 200,485 | - | 200,485 | 200,485 |
| transactions | ||||||
| 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 |
Annual report for the year ended 31 October 2023
81
Everest Global Plc
Annual report for the year ended 31 October 2023
82
Everest Global Plc
| 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 not measured at fair value | ||||||||
Loan receivable | - | 200,000 | - | 200,000 | ||||
Cash and cash equivalents | - | 858,024 | - | 858,024 | ||||
- | 1,058,024 | - | 1,058,024 | |||||
| Financial liabilities not measured at fair value | ||||||||
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) | |||||
Annual report for the year ended 31 October 2023
83
Everest Global Plc
| 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 | ||||||||
| Investment in associate | 6,154 | - | - | 6,154 | - | - | 6,154 | 6,154 |
6,154 | - | - | 6,154 | |||||
| Financial assets not measured at fair value | ||||||||
| Trade and other receivables | - | 271,184 | - | 271,184 | ||||
Cash and cash equivalents | - | 925,814 | - | 925,814 | ||||
- | 1,196,998 | - | 1,196,998 | |||||
| Financial liabilities not measured at fair value | ||||||||
Lease liability | - | - | (266,555) | (266,555) | ||||
Unsecured borrowings | - | - | (4,732,492) | (4,732,492) | ||||
Convertible loan notes | - | - | (710,274) | (710,274) | ||||
Trade and other payables | - | - | (624,382) | (624,382) | ||||
- | - | (6,333,703) | (6,333,703) | |||||
Annual report for the year ended 31 October 2023
84
Everest Global Plc
| 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 not measured at fair value | ||||||||
Loan receivable | - | 200,000 | - | 200,000 | ||||
Cash and cash equivalents | - | 765,814 | - | 765,814 | ||||
- | 965,814 | - | 965,814 | |||||
Financial liabilities not measured at fair value | ||||||||
Convertible loan notes | - | - | (491,071) | (491,071) | ||||
- | - | (491,071) | (491,071) | |||||
Annual report for the year ended 31 October 2023
85
Everest Global Plc
| 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 | ||||||||
| Investment in associate | 6,154 | - | - | 6,154 | - | - | 6,154 | 6,154 |
6,154 | - | - | 6,154 | |||||
| Financial assets not measured at fair value | ||||||||
| Cash and cash equivalents | - | 922,613 | - | 922,613 | ||||
- | 922,613 | - | 922,613 | |||||
Financial liabilities measured at fair value | ||||||||
Loans payable to K2 | - | - | (4,174,538) | (4,174,538) | - | - | - | - |
- | - | (4,174,538) | (4,174,538) | |||||
| Financial liabilities not measured at fair value | ||||||||
Unsecured borrowings | - | - | (557,954) | (557,954) | ||||
Convertible loan notes | - | - | (710,274) | (710,274) | ||||
Trade and other payables | - | - | (160,585) | (160,585) | ||||
- | - | (1,428,813) | (1,428,813) | |||||
Annual report for the year ended 31 October 2023
86
Everest Global Plc
| Inter-relationship | |||
| between significant | |||
| unobservable inputs | |||
| Significant | and fair value | ||
Type | Valuation technique | unobservable inputs | 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. |
Annual report for the year ended 31 October 2023
87
Everest Global Plc
| Group | Company | |||
| 2023 | 2022 | 2023 | 2022 | |
| £ | £ | £ | £ | |
As at 31 October the exposure to credit risk for trade receivables by geographic region was as follows: | ||||
| South Africa | 282,671 | 256,824 | - | - |
| Other | - | - | - | - |
| 282,671 | 256,824 | - | - | |
As at 31 October the exposure to credit risk for trade receivables by credit rating was as follows: | ||||
External credit ratings | - | - | - | - |
| Other | 282,671 | 256,824 | - | - |
Net debt | 282,671 | 256,824 | - | - |
Annual report for the year ended 31 October 2023
88
Everest Global Plc
Annual report for the year ended 31 O ctober 2023 89 Everest Global Plc
| £ £ £ £ £ | |||||||
| £ £ £ £ £ | |||||||
Annual report for the year ended 31 O ctober 2023 90 Everest Global Plc
| £ £ £ £ £ | |||||||
| £ £ £ £ £ | |||||||
Annual report for the year ended 31 October 2023
91
Everest Global Plc
Annual report for the year ended 31 October 2023
92
Everest Global Plc
31 October 2023 | 31 October 2022 | |||
£ (GBP) | R (ZAR) | £ (GBP) | R (ZAR) | |
Trade and other receivables | 258,319 | 7,144,365 | - | 5,708,637 |
Cash and cash equivalents | 765,814 | 2,090,921 | 922,613 | 67,345 |
Unsecured shareholders' loans | - | (98,761,043) | - | (87,836,461) |
Secured loans | - | (8,231,521) | - | (11,739,909) |
Convertible loan notes | (491,071) | - | (710,274) | - |
Right of use finance lease | - | (3,905,322) | - | (5,608,577) |
Trade payables | (348,730) | (17,535,102) | (160,585) | (9,758,757) |
Net statement of financial exposure | 184,332 | (119,197,702) | 51,754 | (109,167,722) |
Next 6 months actual sales | - | - | 1,434,073 | 30,816,695 |
Next 6 months actual forecast | - | - | (1,231,550) | (26,464,641) |
Net statement of financial exposure | - | - | 202,523 | 4,352,054 |
Net exposure | 184,332 | (119,197,702) | 254,277 | (104,815,668) |
31 October 2023 | 31 October 2022 | |||
| £ (GBP) | R (ZAR) | £ (GBP) | R (ZAR) | |
| Trade and other receivables | 258,319 | - | - | - |
Cash and cash equivalents | 765,814 | - | 922,613 | - |
Convertible loan notes | (491,071) | - | (710,274) | - |
Trade payables | (348,730) | - | (160,585) | - |
Net statement of financial exposure | 184,332 | - | 51,754 | - |
Next 6 months sales forecast | - | - | - | - |
| Next 6 months purchases forecast | - | - | (1,231,550) | - |
Net statement of financial exposure | - | - | (1,231,550) | - |
Net exposure | 184,332 | - | (1,179,796) | - |
| Average for the year | Year end spot rate | |||
2023 | 2022 | 2023 | 2022 | |
| United States Dollar ($) | 1.2477 | 1.2610 | 1.2154 | 1.1469 |
South African Rand (ZAR) | 21.7957 | 20.5000 | 22.6757 | 21.0410 |
Annual report for the year ended 31 October 2023
93
Everest Global Plc
| 2023 | 2023 | 2022 | 2022 | |
+10% | - 10% | +10% | - 10% | |
| United States Dollar ($) | 0.1215 | (0.1215) | 0.1147 | (0.1147) |
South African Rand (ZAR) | 2.2676 | (2.2676) | 2.1041 | (2.1041) |
Group | Company | |||
2023 | 2022 | 2023 | 2022 | |
£ | £ | £ | £ | |
Financial assets | - | - | - | - |
Financial liabilities | (5,033,428) | (5,709,321) | (491,071) | (710,274) |
Annual report for the year ended 31 October 2023
94
Everest Global Plc
Annual report for the year ended 31 October 2023
95
Everest Global Plc
Group | Company | |||
| As at | As at | As at | As at | |
31 October | 31 October | 31 October | 31 October | |
2023 | 2022 | 2023 | 2022 | |
£ | £ | £ | £ | |
| Matthew Bonner | - | 25,357 | - | - |
Robert Scott | - | 16,845 | - | - |
- | 42,202 | - | - |
Group | Company | |||
| As at | As at | As at | As at | |
31 October | 31 October | 31 October | 31 October | |
2023 | 2022 | 2023 | 2022 | |
£ | £ | £ | £ | |
| Robert Scott | - | 16,845 | - | - |
- | 16,845 | - | - | |
| Directors' salaries outstanding | ||||
| Xin (Andy) Sui | 2,250 | - | 2,250 | - |
Robert Scott | - | 12,000 | - | 12,000 |
Simon Grant-Rennick | 560 | - | 560 | - |
Andrew Monk * | - | 10,587 | - | 10,587 |
| Matthew Bonner * | - | 11,000 | - | 11,000 |
2,810 | 33,587 | 2,810 | 33,587 |
Annual report for the year ended 31 October 2023
96
Everest Global Plc
31.
Controlling Party Note
There is no single controlling party. Significant shareholders are listed on page 101.
Annual report for the year ended 31 October 2023
97
Everest Global Plc
32.
Subsequent events
Subsequent to year end the following occurred:
1.
The Company acquired from PI Distribution Investment Ltd the entire issued share capital of Precious
Link (UK) Limited ('PL'). PL is a wine retailer incorporated and registered in England and Wales which
consists of 2 retail liquor outlets in the Southeast of England. For the year ended 30 September 2022, PL
made a loss before tax of £35,057 on turnover of £692,985. For the same period net liabilities amounted to
£533,631. Under the terms of the SPA the Company will issue 12,500,000 new ordinary shares of £0.02 each
in the issued share capital of the Company ('Ordinary Shares') at a value of 4 pence per Ordinary Share,
valuing the transaction at £500,000. At the date of signing the accounts these shares had not yet been
issued. This is due to complexities with the vendors and the British Virgin Islands company that we
purchased PL from. The £200,000 loan between PL and the Company will remain in force and the director
of PL has assigned his loan of circa £0.5m, due to him from PL, to the Company, as a condition of the
SPA. Following the issue of the 12,500,000 new Ordinary Shares to PI Distribution Investment Ltd, the total
number of Ordinary Shares in issue with voting rights in the Company will be 77,388,855 ('Total Voting
Rights').
On 10 January 2024 the Company announced that it had acquired PL and issued 12,500,000 new Ordinary
Shares as consideration for the acquisition. In fact these shares have not yet been issued due to
complexities with the vendors and the British Virgin Islands company from which PL was acquired. The
total number of shares currently in issue therefore is 64,888,855 and this represents the total number of
voting rights in the Company. The Company will make a further announcement updating the market as
soon as it issues the new Ordinary Shares in respect of PL.
2.
The Company and K2 exercised the put and call option agreement ('Option Agreement'), that was detailed
in the Annual Financial Statements for the year ending October 2022 and announced on 27 July 2023 and
the option was exercised by K2 on 16 January 2024. In October 2022, K2 subscribed for such number of
new shares in the capital of DI resulting in K2 holding 49% of the enlarged issued share capital of DI for a
consideration of ZAR10,982, with the Company retaining the remaining 51%. The Company also agreed
to assign certain debts owing by DI, amounting to £4.2 million which had been fully impaired in prior
years, to the Company and certain other parties to K2 in consideration for K2 paying to the Company
£100,001 and agreeing to fund DI so as to enable DI to carry on its business in the ordinary course until
such time as the Company ceased to hold any further shares in DI. This assignment agreement resulted in
K2 having a non-controlling interest in DI and DI was consolidated as such. At the same time, the Company
and K2 also entered into the Option Agreement which was extended by mutual agreement and exercised
on 16 January 2024. Under the Option Agreement the Company granted to K2 the option to acquire 11,430
shares in DI, being the remaining 51% of DI held by the Company, subject to the satisfaction of certain
conditions and subject to certain time restrictions, for £1. At 31 October 2023 DI was still controlled by
Everest Global and is consolidated in the Group financial statements for this year.
Annual report for the year ended 31 October 2023
98
Everest Global Plc
Additional information
99
Directors & Professional Advisers
100
Overseas subsidiary operations
101
Substantial
shareholdings
102
Glossary of terms and abbreviations
103
General meeting
103
Annual general meeting
103
Auditor
103
Directors’ & officers’ insurance
Annual report for the year ended 31 October 2023
99
Everest Global Plc
Directors and professional advisers
Robert Scott
Simon
Grant-Rennick
Xin (Andy) Sui
Stephen Clow
07913053
National Westminster Bank Plc
RPG Crouch Chapman LLP
250 Bishopsgate
40 Gracechurch Street
London
London
EC2M
4AA
EC3V 0BT
Cairn Financial Advisers LLP Hill Dickinson LLP
9th Floor The Broadgate Tower
107 Cheapside
20 Primrose Street
London
London
EC2V 6DN
EC2A 2EW
Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands
B63 3DA
Directors
Registered office
Company secretary
Company number
Bankers
Auditors
Financial adviser & broker
Solicitors to the company
Registrars
Annual report for the year ended 31 October 2023
100
Everest Global Plc
Overseas
subsidiary
operations
Details of all subsidiaries and their locations are detailed in note 15.
Dynamic Intertrade (Pty) Ltd, a trading subsidiary, continued its operations throughout the year and is
registered in South Africa.
Annual report for the year ended 31 October 2023
101
Everest Global Plc
Substantial
shareholders
17 February 2024
Percentage of
Shareholder
Shareholding
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
3,165,783
4.88%
Total shares
64,888,855
31 October 2023
Percentage of
Shareholder
Shareholding
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
31 October 2022
Percentage of
Shareholder
Shareholding
Company's Issued
Ordinary
Share
Capital
Golden Nice International Ltd
13,000,000
28.16%
Lynchwood Nominees Ltd
8,773,542
19.01%
HSBC Global Custody Nominee (UK) Ltd
5,315,474
11.51%
Interactive Investor Services Nominees Ltd
3,311,851
7.17%
Vidacos Nominees Ltd
1,950,918
4.23%
VSA Capital Ltd
1,754,779
3.80%
JIM Nominees Ltd
1,597,718
3.46%
Pershing Nominees Ltd
1,526,172
3.31%
Total shares
46,164,773
12,500,000 new ordinary shares are due to be issued in relation to the purchase of PL on 9 January 2024. As at
the date of signing the accounts, these had not yet been issued but the issue would increase the total number
of voting rights in the Company to 77,388,855.
Annual report for the year ended 31 October 2023
102
Everest Global Plc
Glossary of terms and abbreviations
the Company and its subsidiaries from time to time.
At 31 October 2023 the only subsidiary held was DI
Subsidiary held until 16 January 2024
Subsidiary purchased post year end
The purchaser
of DI post year
end. K2
was
previously known as VSA NEX Investments Ltd
Associate shareholding, that was sold in the year
The Company's auditors
39,099,141 Ordinary Shares, being the Subscription
Shares and the Conversion Shares
The Golden Nice Subscription and the 2023
Subscription
The 2022 Conversion and the 2023 Conversion
The 2018 Loan Notes and 2021 Loan Notes
As defined in the Disclosure Guidance
and
Transparency 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.
K2 - K2 Spice Limited
DIA - Dynamic Intertrade Agri (PTY) Ltd
RPGCC - RPG Crouch Chapman LLP
PIE - Public Interest Entity
Allotted
Shares
Subscriptions
Conversions
CLNs - Convertible Loan Notes
Reverse Takeover
Option Agreement
KPI - Key performance indicator
The Company - Everest Global Plc
The Group - the Company & subsidiary
DI - Dynamic Intertrade (PTY) Ltd
PL - Precious Link (UK) Ltd
FCA - Financial Conduct Authority
VSA NEX - VSA NEX Investments Ltd
AGM - Annual general meeting
GM - General meeting
Annual report for the year ended 31 October 2023
103
Everest Global Plc
General meeting
The Company will be holding a general meeting ('GM') at the offices of Keystone Law, 1st Floor, 48 Chancery
Lane, London, WC2A 1JF on 28 February 2024 at 11am.
The notice convening the GM was issued on 12 February 2024.
Annual general meeting
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 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 GM on 28 February 2024 for their re-appointment following the 31 October 2022 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.