Everest Global Plc - Half-year Report
(“ Everest ” or the “ Company ”)
Unaudited interim results for the six months ended
Chief Executive Officer's report
The six months ended
During the six months, we achieved some of our stated objectives. At the end of the previous financial year, on
Following the advance, on
In
Another initiative that the Company embarked on was the acquisition of 33% of the issued share capital of
The Company, at the reporting date of these interim accounts, had only one wholly owned subsidiary, PL, which was consolidated for the 4-month period from
Within the first six months, as a result of the transactions the Company has undertaken, the consolidated financial picture has changed. The revenues are down 65% compared to the six months ending
There is a significant other income position. This is the result of the sale of DI and unwinding of its consolidated balance sheet that was undertaken as part of the disposal of DI in
As at
Finally, on
I would like to thank the Board and our advisers for assisting during the last period.
The focus for 2024 will be the growth in the food and beverage business via acquisition, investment and joint ventures. The Company will require additional capital to invest in these ventures.
The
unaudited interim report for the 6 months ended
It will also shortly be available for inspection at: www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism .
Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information
for the purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic
The Directors of the Company accept responsibility for the content of this announcement.
For further information please contact the following:
Everest Global plc
Andy Sui , Chief Executive Officer +44 (0) 776 775 1787
Rob Scott , Non-Executive Director +27 (0)84 6006 001
Cairn Financial Advisers LLP Jo Turner / Emily Staples +44 (0) 20 7213 0885 / +44 (0)20 7213 0897
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.
Principal risks and uncertainties for the remaining 6 months of the financial year
The Directors consider the following risk factors to be of relevance to the Group’s activities. It should be noted that the list is not exhaustive and that other risk factors not presently known or currently deemed immaterial may apply. The risk factors are summarised below:
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.
i. The Company may be unable to raise funds to complete any further
acquisitions for growth
The Company intends to make further acquisitions in the food and beverage industry with a focus on the beverage distribution and production sector in the
i. Ownership and Reverse Takeover risks
The Company’s next acquisition may be a Reverse Takeover. If an acquisition is made, its business risk will be concentrated in a single target until the Company completes an additional acquisition, if it chooses to do so. In the event that the Company acquires less than a 100 per cent. interest in a particular entity, the remaining ownership interest will be held by third parties and the subsequent management and control of such an entity may entail risks associated with multiple owners and decision-makers. In circumstances where the Company were to undertake a Reverse Takeover (or analogous transaction) requiring the eligibility of the Company to be re-assessed, the Company would be required to meet the minimum market capitalisation requirement of £30,000,000 to maintain its listing as well as satisfy the requirements of the Equity Shares (commercial companies) category of the new
i. Reliance on delivery
The beverage industry is dependent on prompt delivery and quality transportation of beverage ingredients. Disruptions such as adverse weather conditions, natural disasters and labour strikes in places where supplies of beverage ingredients are sourced could lead to delayed or lost deliveries or deterioration of ingredients and may, amongst other things, result in an interruption to the business of the Group or a failure of the Group to be able to comply with relevant environmental legislation and provide quality food / beverage and services to customers, thereby damaging its reputation.
i. Maintenance of quality of products and services
In the beverage industry, it is essential that the quality of products is consistent. Any inconsistency in the quality of products may result in customer dissatisfaction and hence a decrease in their loyalty.
i. Identifying a suitable acquisition target
DI was disposed of in
i. Demand for the Company’s products may be adversely affected by changes in
consumer preferences
The Company’s success will depend heavily on the maintenance of the brands in which it invests and the ability of the Company to adapt the companies in which it invests, taking into consideration the changing needs and preferences of its customers. Consumer preferences, perceptions and spending habits may shift due to a variety of factors that are difficult to predict and over which the Group has no control (including lifestyle, nutritional and health considerations). Any significant changes in consumer preferences or any failure to anticipate and react to such changes could result in reduced demand for the Group’s products and weaken its competitive position.
i. 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.
i. Actions of third parties, including contractors and partners
The Group may be reliant on third parties to provide contracting services. There can be no assurance that these relationships will be successfully formed or maintained. A breach or disruption in these relationships could be detrimental to the future business, operating results and/or financial performance of the Company.
The Company continually identifies the risks that could affect its goals and operations. It assesses the likelihood and impact of each risk, and prioritises them accordingly.
Internal controls are designed and implemented to mitigate or reduce the risks, or transfer or avoid them if possible. The Directors monitor and evaluate the effectiveness and efficiency of the internal controls, and identify any gaps or weaknesses as well as review and update the internal controls periodically, or when there are significant changes in the business environment or objectives.
Responsibility statement
The Directors, being
To the best of the knowledge of the Directors:
-- The condensed set of financial statements are prepared in accordance
with the applicable set of accounting standards (with IAS 34 ‘Interim
Financial Reporting’ as contained in UK -adopted IFRS), give a true and
fair view of the assets, liabilities, financial position and profit or
loss of Everest Global Plc and the undertakings included in the
consolidation taken as a whole;
-- the interim management report, titled ‘Chief Executive Officer's report’
includes an indication of important events that have occurred during the
first six months of the financial year, and their impact on the
condensed set of financial statements, and a description of the
principal risks and uncertainties for the remaining six months of the
financial year; and
-- the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties’ transactions and
changes therein). There were no related party transactions in the period
ended 30 April 2024 nor were there any changes in the related party
transactions described in the annual report and accounts for the year
ended 31 October 2023 that could have a material effect on the financial
position or performance of the Group during the six month period ended
30 April 2024 .
.............................
Chief Executive Officer
Date:
Interim condensed consolidated statement of comprehensive income
6 months ended Year ended 6 months
ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
Notes £ £ £
Revenue 3 495,735 2,791,695 1,434,073
Cost of sales (361,077) (2,104,060) (1,002,206)
Gross profit 134,658 687,635 431,867
Other income 2,222,203 22,573 383,990
Administrative expenses (82,011) (1,432,110) (339,223)
Impairments - - -
Operating profit/(loss) 2,274,850 (721,902) 476,634
Finance costs (65,146) (189,681) (117,548)
Finance income 19,270 24,545 20,377
Profit/(loss) before tax from 2,228,974 (887,038) 379,463
continuing operations
Tax on profit/(loss) on ordinary - - -
activities
Profit/(loss) for the year from 2,228,974 (887,038) 379,463
continuing operations
Other comprehensive income - - -
Total comprehensive profit/ 2,228,974 (887,038) 379,463
(loss) for the year from
continuing operations
Gain/(loss) attributable to 1,943,737 (862,340) 137,570
ordinary shareholders
Gain/(loss) attributable to 285,237 (24,698) 241,893
non-controlling interests
Total comprehensive profit/
(loss) attributable to ordinary 2,228,974 (887,038) 379,463
shareholders
Total comprehensive profit/
(loss) attributable to - - 241,893
non-controlling interests
Basic earning per share - in 5 2.89 (1.71) 1.15
pence
Diluted earning per share - in 5 1.49 (1.71) 0.36
pence
Interim condensed consolidated statement of financial position
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
Notes £ £ £
Assets
Non-current assets
Goodwill 1,063,323 - -
Investment in associates 6 - - -
Property, plant & equipment 7 - 25,771 25,632
Right of use asset 9 50,338 156,129 204,809
Total non-current assets 1,113,661 181,900 230,441
Current assets
Investment in associate - - 6,154
Inventories 32,127 329,408 211,983
Trade & other receivables 41,676 573,386 489,713
Cash & cash equivalents 228,129 858,024 1,405,609
Total current assets 301,932 1,760,818 2,113,459
Total assets 1,415,593 1,942,718 2,343,900
Equity & liabilities
Share capital 8 1,547,778 1,297,778 1,297,778
Share premium 8 3,752,967 3,502,967 3,616,952
Share based payment reserve 464,734 464,734 350,749
Equity portion of convertible 37,713 37,713 42,539
loan notes
Retained earnings (5,220,040) (7,544,046) (6,544,136)
Total owner's equity 583,152 (2,240,854) (1,236,118)
Non-controlling interest - (2,330,081) (2,063,490)
Total equity 583,152 (4,570,935) (3,299,608)
Non-current liabilities
Non-current lease liabilities 9 38,865 78,722 120,167
Borrowings 19,564 4,713,566 4,322,281
Convertible loan notes 528,383 491,071 450,802
Total non-current liabilities 586,812 5,283,359 4,893,250
Current liabilities
Current lease liabilities 9 20,568 108,266 101,110
Trade & other payables 225,061 1,122,028 649,148
Total current liabilities 245,629 1,230,294 750,258
Total equity and liabilities 1,415,593 1,942,718 2,343,900
Interim condensed consolidated statement of changes in equity
Share Equity Total
Share Share based portion of Retained owner's Non-controlling Total
capital Premium payment convertible earnings equity interest equity
reserve loan notes
£ £ £ £ £ £ £ £
Balance at 31 923,258 3,040,115 302,176 42,539 (6,681,706) (2,373,618) (2,305,383) (4,679,001)
October 2022
Shares issued 254,520 445,410 - - - 699,930 - 699,930
Shares issued
on conversion 120,000 180,000 - - - 300,000 - 300,000
of convertible
loan notes
Warrants issued
during the - (48,573) 48,573 - - - - -
period
Profit for the - - - - 137,570 137,570 241,893 379,463
period
Balance at 30 1,297,778 3,616,952 350,749 42,539 (6,544,136) (1,236,118) (2,063,490) (3,299,608)
April 2023
Extension date
of conversion
of the - - - (4,826) - (4,826) - (4,826)
convertible
loan notes
Warrants issued - (113,985) 113,985 - - - - -
during the year
Loss for the - - - - (999,910) (999,910) (266,591) (1,266,501)
year
Balance at 31 1,297,778 3,502,967 464,734 37,713 (7,544,046) (2,240,854) (2,330,081) (4,570,935)
October 2023
Shares issued 250,000 250,000 - - - 500,000 - 500,000
Gain
attributable to
non-controlling - - - - (2,044,844) (2,044,844) 2,044,844 -
interest on
disposal of 51%
of subsidiary
Disposal of DI - - - - 2,425,113 2,425,113 - 2,425,113
Profit for the - - - - 1,943,737 1,943,737 285,237 2,228,974
period
Balance at 30 1,547,778 3,752,967 464,734 37,713 (5,220,040) 583,152 - 583,152
April 2024
Interim condensed consolidated statement of cash flows
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
Notes £ £ £
Cashflows from operating
activities
Operating profit/(loss) 2,274,850 (721,902) 476,634
Adjusted for:
Depreciation 21,900 93,699 45,369
Sale of subsidiary (2,037,367) - -
Profit/loss on disposal of PPE - (10,130) -
Foreign exchange loss (304,901) 45,494 -
Finance costs (20,393) (95,771) 61,809
Interest received 15,928 17,586 20,377
Profit on disposal of - (9,231) -
investment
Profit on assignment of loans (184,836) - -
Changes in working capital
Decrease/(increase) in 66,193 (153,533) (36,108)
inventories
Decrease/(increase) in 21,374 (73,125) (207,184)
receivables
(Decrease)/increase in payables (546,609) 497,646 24,766
Net cashflow from operating (693,861) (409,267) 385,663
activities
Investing activities
Acquisition of PPE - (41,461) (28,287)
Foreign exchange movements - (21,397) 2,103
Profit on sale of associate - 9,231 -
Sale of associate - 6,154 -
Acquisition of subsidiary's 847 - -
cash
Loans receivable - (210,773) -
Net cashflow from investing 847 (258,246) (26,184)
activities
Financing activities
Net proceeds from issue of - 699,930 699,930
shares
Convertible loan notes issued - - -
Increase/(decrease) in 90,023 (18,926) (527,815)
borrowings
Foreign exchange movements - - -
Capital repayments of lease (26,904) (89,704) (51,799)
liability
Net cashflow from financing 63,119 591,300 120,316
activities
Net cashflow for the year (629,895) (76,213) 479,795
Opening cash and cash 858,024 925,814 925,814
equivalents
Foreign exchange movements - 8,423 -
Closing cash and cash 228,129 858,024 1,405,609
equivalents
Notes to the interim condensed consolidated financial statements
1. General information
These condensed interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. The most recent statutory accounts prepared were for the year ended
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
1. Basis of preparation and significant accounting policies
The condensed consolidated interim financial statements of the Group have been prepared in accordance with the
The condensed consolidated interim financial statements of the Group were approved by the Board and authorised for issue on
The basis of preparation and accounting policies set out in the Annual Report and Accounts for the year ended
The figures for the six months ended
1. Segmental reporting
Following the acquisition of PL and the sale of DI the Company operates in two segments and two geographical regions as follows:
Geographical revenue: £
For the 2 months between 1 November 2023 and 31
360,963 December 2023
South Africa
134,772 For the 4 months between 1 January 2024 and 30
United Kingdom April
495,735
Segmental revenue: 2024
134,772
Beverages For the 4 months between 1 January 2024 and 30
360,963 April 2024
Spice related products
495,735 For the 2 months between 1 November 2023 and 31
December 2023
1. Company results for the period
The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent Company income statement account.
The operating profit of the Group for the six-month period ended
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
£ £ £
Auditors remuneration for audit - 55,000 -
services
Over provision of prior year audit (441) 5,000 -
fee
Legal and professional fees 30,791 182,124 11,530
Brokership fees 15,069 17,527 -
Personnel expenses 210,407 332,440 15,000
Registrar fees 5,765 3,850 -
Depreciation on property, plant & 1,293 7,804 -
equipment
Depreciation on IFRS right of use 20,607 85,895 -
asset
Other administrative expenses (201,479) 371,363 -
Subtotal 82,012 1,061,003 26,530
Admission costs - 371,107 -
Total administrative 82,012 1,432,110 26,530
expenses
1. Earnings per share
Earnings per share data is based on the Group result for the six months and the weighted average number of ordinary shares in issue.
Basic loss per share is calculated by dividing the profit/(loss) attributable to equity shareholders by the weighted average number of Ordinary Shares in issue during the period:
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
£ £ £
Profit/(loss) attributable to ordinary 1,943,737 (862,340) 379,463
shareholders
Weighted average number of shares in 67,224,020 50,488,839 33,023,894
issue
Basic earnings / (loss) per share 2.89 (1.71) 1.15
(pence)
Diluted earnings / (loss) per share 1.49 (1.71) 0.36
(pence)
As at
In the year ended
1. Investments
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
Investment in subsidiary £ £ £
Dynamic Intertrade (Pty) Ltd - - -
Precious Link (UK) Ltd ('PL') 500,000 - -
Carrying value 500,000 - -
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
Investment in £ £ £
associate
Investment in Dynamic Intertrade - - 6,154
Agri (Pty) Ltd ('DIA')
Carrying value - - 6,154
During the year ended
As at
Country of Proportion of Proportion of
Name of company Principal incorporation equity interest equity interest
activities and place of 30 April 2024 30 April 2023
business
Dynamic Trading in
Intertrade (Pty) agricultural South Africa 0% 51%
Limited products
Precious Link Trading in wine England and 100% 0%
(UK) Ltd and spirits Wales
1. Property, plant & equipment
Depreciation on property, plant and equipment is calculated using the straight-line method to write off their cost over their estimated useful lives at the following annual rates:
Furniture and fixtures 17% Leasehold improvements 33% Plant and equipment 20% and 33%
Useful lives and depreciation method are reviewed and adjusted if appropriate, at the end of each reporting period.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the relevant asset and is recognised in profit or loss in the year in which the asset is derecognised.
Leasehold Furniture,
improvements fixtures and Plant & machinery Total
fittings
Group £ £ £ £
Cost
As at 31 October 2022 19,552 4,300 254,937 278,789
Additions - - 28,287 28,287
Exchange difference - (350) (32,380) (32,730)
As at 30 April 2023 19,552 3,950 250,844 274,346
Additions - 984 12,190 13,174
Disposals - - (25,058) (25,058)
Exchange difference (1,410) 51 14,102 12,743
As at 31 October 2023 18,142 4,985 252,078 275,205
Additions - - - -
Acquisition of PL - 1,209 - 1,209
Disposal of DI (18,142) (4,985) (252,078) (275,205)
As at 30 April 2024 - 1,209 - 1,209
Accumulated depreciation
As at 31 October 2022 19,550 4,193 241,162 264,905
Charge in the year - 50 14,386 14,436
Exchange difference - (353) (30,274) (30,627)
As at 30 April 2023 19,550 3,890 225,274 248,714
Charge in the year - 88 (6,720) (6,632)
Released on disposal - - (24,685) (24,685)
Exchange difference (1,410) 45 33,402 32,037
As at 31 October 2023 18,140 4,023 227,271 249,434
Charge in the year - 23 1,270 1,293
Acquisition of PL - 1,209 - 1,209
Disposal of DI (18,140) (4,046) (228,541) (250,727)
As at 30 April 2024 - 1,209 - 1,209
Net book value
As at 30 April 2023 2 60 25,570 25,632
As at 31 October 2023 2 962 24,807 25,771
As at 30 April 2024 - - - -
The Company held no tangible fixed assets at
1. Share capital and share premium
Number of shares Nominal Share Total
value premium
£ £ £
Balance at 31 October 2022 46,162,855 923,258 3,040,115 3,963,373
Share issue 24 January 2023 12,726,000 254,520 445,410 699,930
Share issue on conversion of CLNs 6,000,000 120,000 180,000 300,000
25 January 2023
Balance at 31 October 2023 64,888,855 1,297,778 3,665,525 4,963,303
Warrants issued during the year - - (162,558) (162,558)
Balance at 31 October 2023 64,888,855 1,297,778 3,502,967 4,800,745
Share issue 27 March2024 12,500,000 250,000 250,000 500,000
Balance at 30 April 2024 77,388,855 1,547,778 3,752,967 5,300,745
Share capital is the amount subscribed for shares at nominal value.
Retained losses represent the cumulative loss of the Group attributable to equity shareholders.
Share-based payments reserve relate to the charge for share-based payments in accordance with IFRS 2.
1. Leases
Right of use asset and lease liability
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
£ £ £
Operating lease commitments disclosed 186,988 266,555 266,555
Interest payments 7,441 17,935 9,975
Lease payments (26,904) (89,704) (51,799)
Exchange difference (51) (7,798) (3,455)
Disposal of DI right of use assets (175,033) - -
Acquisition of PL right of use assets 66,992 - -
Lease liability recognised in the 59,433 186,988 221,276
statement of financial position
Of which:
Current lease liabilities 20,568 108,266 101,110
Non-current lease liabilities 38,865 78,722 120,166
59,433 186,988 221,276
Right-of use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the statement of financial position as at
6 months ended Year ended 6 months ended
30 April 31 October 30 April
2024 2023 2023
(unaudited) (audited) (unaudited)
£ £ £
Properties 50,338 156,129 204,809
50,338 156,129 204,809
1. Subsequent events
Subsequent to the period ended
Additionally on 17 May 2024, the Company, purchased a dormant company, Everest (
