Final Results

Everest Global PLC

27 February 2026

 

27 February 2026

Everest Global plc

("Everest" or the "Company")

Final Results

The Board of Everest is pleased to announce its final results for the year ended 31 October 2025.

The year ended 31 October 2025 has been a year of continued financial progress and significant capital management activity. The Company has continued to develop its presence in the London alcohol retail market through its subsidiary, Precious Link (UK) Limited ('PL'), and has made meaningful progress in simplifying and strengthening its balance sheet.

Revenue for the year ended 31 October 2025 was £566,755 (2024: £437,768), with the Company reporting a loss before tax from continuing operations of £1,105,279 (2024: loss of £629,780). The Company's first half performance was particularly strong, with revenue for the six months ended 30 April 2025 increasing by approximately 100% to £270,251, reflecting the full contribution of the new retail store which opened in January 2025, and a return to profitability before one-off items of £75,617.

Gross profit margins have continued to improve, reflecting better supplier terms and a more favourable product mix. Administrative expenses have been managed prudently, with the Company focused on maintaining operational discipline while investing in future growth. Cash generated from treasury activities during the prior year has been fully repaid and the Company's treasury management strategy is under review.

Capital Activity

During the year under review, the Company continued to manage its convertible loan note ('CLN') obligations actively. At the year end, the outstanding balance of CLNs was £2,537,520 (2024: 3,570,119.  In August 2025, the Company repaid £1,500,000 of CLNs to the holder, Surich Real Estate Opportunity Find SPA ("SPC"), following a request for partial early repayment as the funds had not been fully deployed within the timeframe expected. In November 2025, SPC subscribed for £1,500,000 in new CLNs to provide funding for the Company's working capital and capital expenditure requirements and to support the implementation of its strategy to pursue one or more additional acquisitions of businesses (whether by way of share or asset purchases) in the beverage distribution and production sector in the UK and across Europe.

Capital Re-Organisation

Subsequent to the year end, on 7 November 2025, the Company held a General Meeting at which shareholders approved a Capital Re-Organisation comprising the sub-division and re-classification of the Company's existing ordinary shares and the subsequent consolidation into new ordinary shares (the 'New Ordinary Shares'), together with the adoption of new Articles of Association. The Capital Re-Organisation completed on 10 November 2025 and trading in the New Ordinary Shares commenced on the Main Market of the London Stock Exchange at 8:00 a.m. on 10 November 2025.  The effect of the Capital Re-Organisation was to issue 1 new Ordinary Share for every 200 existing Ordinary Shares.

During the year, the Company completed the Capital Reorganisation. The change in the Company's issued share capital is as follows:

Total number of Ordinary Shares immediately prior to the Capital Re-Organisation:          77,388,855

Total number of New Ordinary Shares in issue following Capital Re-Organisation:              386,945

The new ISIN for the New Ordinary Shares is GB00BVD9DK18. The Company's ticker, EVST, is unchanged.

Outlook

The focus for the year ahead will be to continue growing the Company via acquisition, investment and joint ventures in the food and beverage industry, with a particular emphasis on the beverage distribution and production sector in the UK and the rest of Europe. The Board is also committed to continuing to manage the Company's capital structure actively, following the significant steps already taken in simplifying the CLN position and completing the Capital Re-Organisation. The Company will require additional capital to invest in strategic opportunities as they arise.

The Board would like to thank its shareholders, advisers, staff and customers for their continued support during the year.

Xin (Andy) Sui

Chief Executive Officer

Date: 28 February 2026

For further information please contact:

Everest Global plc
Andy Sui, Chief Executive Officer Rob Scott, Non-Executive Director	[phone] [phone]
SPARK Advisory Partners Limited
Andrew Emmott	[phone]

Overview

The Strategic Report provides shareholders and stakeholders with information to assess how the Directors have performed their duties under Section 172 of the Companies Act 2006, promoting the Company's success while considering the impact on key stakeholders.

As a Board we consider the wider environment within which we operate and as such ensure that we have considered the impact of our decisions on key stakeholders. We also ensure that we are aware of any significant changes in the market or the external environment, including the identification of emerging risks, which can be fed into our strategic decisions and our risk management process. The Board considered its strategic stakeholders as follows:

Customers

We listen to our customers and endeavour to supply them with relevant products. This entails continuous discussions with our existing and potential customers as well as product development.

Suppliers

We have worked with a number of our suppliers for many years, and any loss of our sales or product mix impacts their business. We continuously communicate with them, where possible, to reduce the impact on their businesses.

Shareholders & lenders

We have a clear responsibility to engage with shareholders and lenders to our business and their views are an important driver of our strategy. We keep our shareholders regularly informed while lenders receive regular updates on the performance of the organisation.

Staff

During the year under review the Company and its subsidiaries had 15 (2024: 12) staff and Directors. Full disclosure of our employee numbers are in note 6.

Social, community & human rights issues

The Company and its subsidiaries comply with all national and international laws and regulations pertaining to human rights and social interaction

In accordance with Section 414C (11) of the Companies Act 2006, the Group chooses to report the review of the business, the outlook and the risk and uncertainties faced by the Company in the principal risks section starting on page 11. The Directors' assessment of the risks faced by the Group are set out in the specific subsidiary risks and uncertainties and can be found on page 13 of the financial statements.

Our purpose & values

The Company's purpose and values are the fundamental beliefs and principles that guide our decision making and actions. These shape our culture and promotes teamwork. They assist differentiation although the values are generic. These core principles assist us to stay true to our vision.

Strategy

The Group's strategy is to expand its presence in the UK beverage and complimentary product distribution and retail sector through:

1. Organic Growth - Scale existing operations (Precious Link wine retail) by increasing stores and product lines;

2. Strategic Acquisitions - Add complementary businesses such as the cigar lounge, which was acquired in August 2025. Not only does this increase product offering it gives the Group an additional retail footprint;

3. Geographic Expansion - Looking to expand further in London and Southeast England initially; and

4. Category Extension - Premium tobacco, spirits, specialty beverages and complimentary product lines.

With that said the beverage retail and distribution business is competitive and as a result the Company will continue to seek other business opportunities where it can have a competitive advantage and where the Company can get returns over and above our cost of capital while enjoying an appropriate risk and reward matrix.

The Company would also consider acquisitions in alternative sectors but are aware that any such acquisition may be deemed a reverse takeover under the Listing Rules.

The Company's primary objective is that of securing the best possible value for Shareholders, consistent with achieving, over time, both capital growth and income for Shareholders through developing profitability coupled with dividend payments on a sustainable basis.

Business model

The Company operates as a strategic holding company overseeing a diversified portfolio of trading entities. Our investment mandate focuses on acquiring businesses that either accelerate our core strategy or provide robust cash flow to fund future growth.

We employ a decentralized management philosophy: underlying businesses are led by autonomous, competent management teams supported by rigorous internal controls and governance frameworks. While the Company maintains an 'arms-length' operational approach, we retain active oversight through the rigorous review of strategy, annual budgets, and quarterly financial performance. Depending on the level of influence, subsidiary results are either consolidated or equity-accounted. To optimise the balance sheet, surplus capital is deployed into high-yield, risk-mitigated investments.

Financial review

Precious Link UK Limited ('PL') was acquired on 10 January 2024 and has been consolidated for the full year and the 10 months that it was consolidated during the year ended 2024 are included in the comparatives. Dynamic Intertrade (Pty) Ltd ('DI') was fully disposed of in January 2024 and is not included in any of the comparatives except for the line in the comprehensive income statement for "profit from discontinued operations" which solely relates to DI. This is in accordance with IFRS 5.

During the previous year Everest Capital London Limited ('ECLL'), a subsidiary of the Company, was used to invest excess cash in short term investments at rates above the prevailing rate paid on convertible loan notes ('CLN'). ECLL had four short-term loans outstanding at the previous year end with £2,661,639 lent and £3,043,500 due to be received at maturity of the loans. These loans were repaid in full in the first half of the current financial year end. The Company took a decision not to continue using ECLL for short term investments.

During the year the directors reviewed the carrying value of the goodwill created on the acquisition of PL. As part of this review, it was determined that an impairment needed to be undertaken and a £379,127 (2024: £nil) impairment recognised in these financial statements.

Group including all subsidiaries and the Company had an operating loss for the year was £1,085,087 (2024: £669,607 loss). Total Group comprehensive loss amounted to £1,071,321(2024: £1,795,408 profit). Details of the Company's and Group financial performance can be found in the statement of comprehensive income on page 51.

The current year loss was exacerbated by the write down of the investment in Precious Link (UK) Limited in an amount of £379,127. Management assessed PL as a cash generating unit (CGU) and discounted its projected future cashflows using appropriate rates (factoring in the cost of debt and equity). They concluded that the third shop acquired as part of PL has underperformed against original income expectations, resulting in weaker future cashflows than anticipated at the time of acquisition. The Directors will review this position after trading in the year ended October 2026.

Basic loss per share for the year was 1.43p (2024: profit of 2.48p). Diluted loss per share for the year was 1.43p (2024: profit of 1.44p).

As at 31 October 2025 the Group held £1,063,463 (2024: £279,725) in cash and cash equivalents.

Financing and capital structure

During the year under review the following occurred:

As in previous years the Noteholder indicated that should the Company require further funding it would be amenable to subscribe for more.

On 25 November 2024, the Company issued a CLN to Surich Real Estate Opportunity Fund SPC ("SPC" or the "Noteholder" respectively) for £250,000. This gave SPC a total of 13 CLNs at a nominal value of £3,250,000. Each tranche of loan notes has an initial term of 3 years from the date of the certificate being issued to the relevant noteholder. SPC is wholly owned and controlled by Mr Ziwei Peng, Mr Peng is the owner and controller of Golden Nice International Group Limited, which at 31 October 2025 holds a 24.55% interest, in the issued share capital of the Company.

On the 28 August 2025, due to the company having excess cash to its needs, it repaid £1,500,000 of the outstanding CLNs to SPC. The repayment was settled as to £1,491,731 in cash with the remaining £8,269 added to the balance of the loan advance made by SPC in November 2024 of approximately £159,000. This loan attracts the same interest rate as the CLNs (being 6% per annum) and can be rolled into a CLN once the loan balance reaches £250,000

SPC was a related party transaction for the purposes of Rule 7.3 of the Disclosure Guidance and Transparency Rules.

Subsequent to the year end, on 26 November 2025 the Company issued 6 CLNs worth £1,500,000 of new Convertible Loan Notes ("CLNs") in tranches of £250,000 to SPC.

In addition to the financing the Company felt that the low nominal share price was not optimal and sought to do a share consolidation. This was proposed to the shareholders on 10 October 2025 and approved on 7 November 2025 as an event after the reporting date. Accordingly, the Board carried out a subdivision and reclassification of the existing and to be issued Ordinary Shares by 200:1 so that each Existing Ordinary Share would be subdivided and reclassified into one (1) new ordinary share of £0.000005 each ("New Ordinary Share") and (2) 3,999 deferred shares of £0.000005 each ("Deferred Shares") ("Subdivision"), followed by a consolidation of the New Ordinary Shares and Deferred Shares by 200 so that every 200 New Ordinary Shares and every 200 Deferred Shares will be consolidated into one New Ordinary Share and one Deferred Share of £0.001 each ("Consolidation", together with the Subdivision, "Capital Reorganisation"). The Deferred Shares have no right to vote or participate in the capital of the Company and the Company did not issue any certificates or credit CREST accounts in respect of them. The Deferred Shares were not admitted to trading on any exchange. The rights of the Ordinary Shares and the Deferred Shares are set out in the new articles of association proposed to be adopted by the Company.

In addition to the above the Company sought approval to amend the articles of association. The changes approved by the shareholders include:

·      The New Ordinary Shares will have the same rights as the Existing Ordinary Shares including voting, dividend, return of capital and other rights. The Deferred Shares will have no dividend or voting rights and, upon a return of capital, the right only to receive the amount paid up thereon after the holders of the Ordinary Shares in the capital of the Company have received the aggregate amount paid up thereon. The Deferred Shares will not be traded on the Main Market or any other market, and no share certificates will be issued in respect of the Deferred Shares, nor will the CREST accounts of holders of New Ordinary Shares be credited with any Deferred Shares.

·      The Company will be able to hold general meetings and annual general meetings by means of electronic facility or facilities. The notice of the meetings will specify whether the meeting will be a physical, electronic or hybrid meeting. In the case of an electronic or hybrid meeting, the notice shall specify the date, time and electronic platform for the meeting, which electronic platform may vary from time to time and from meeting to meeting as the Board, in its sole discretion, sees fit. At any electronic general meeting, the Board may impose any necessary requirements or restrictions to verify the identity of those taking part and the security of the electronic communications. The Company will also be able to authorise any voting application, system or facility for electronic or hybrid general meetings as it sees fit. For the avoidance of doubt, the New Articles will not prevent a general meeting being held both physically and electronically.

Subject to express agreement by members (as further detailed in the proposed New Articles), the Company will be able to send any documents or notices to members, who have provided their express consent, in electronic form and use its website to display certain documents rather than sending these documents to members in hardcopy form.

Acquisition strategy

The Company considered several acquisitions during the year under review and decided that the cigar bar was the only appropriate project.

The Board is considering a number of projects currently and as and when appropriate will inform the market and shareholders. 

Key performance indicators ('KPI')

	Year ended 31 October 2025	Year ended 31 October 2024
	£	£
Turnover	566,755	437,768
Gross profit	171,362	108,054
Cash on hand and in bank	1,063,463	279,725
Underlying operating loss	(1,085,087)	(669,607)

The Board use these indicators as a high-level indication of how the Group is performing and therefore how to actively improve the performance.

The KPIs used are reflective of the business as at 31 October 2025 and 31 October 2024. Therefore, the profit and loss KPI will include only continuing businesses and similarly the balance sheet will include PL, Everest (Hong Kong) Securities Ltd and N20 Nine Ltd. As a result of the acquisition and subsequent disposal, the KPIs in future years will reflect this change in the Group.

Due to the transactions undertaken in the prior year, the financial data shown above has been changed to reflect the reporting requirement under IFRS.

Turnover is the income for the Group and therefore is vital to enable the Group to continue with its current business model. Gross profit is an indication that the underlying business is profitable. This is because gross profit is turnover less any direct costs. With our new group formed we will look to grow turnover in the knowledge that it is profitable. We have achieved a 30% (2024: 25%) gross profit margin, which is healthy and a metric we will continue to target as PL grows. This approach will allow the business to grow and reinvest in itself or pay out to its shareholders in the longer term.

As a Company that invests in companies, having direct access to capital via the ability to issue further CLN's/equity to our supportive substantial investor/ shareholder is invaluable to cover ongoing costs and also to be able to invest in new businesses. Investment opportunities can arise from anywhere and by having adequate access to funds, the Group is able to actively scour the market for these opportunities.

In the comparative period the Group, including discontinued operations, has pre-tax profits of £4.125 million, this is not a direct indication of performance due to the transactions undertaken in the year. The Group profit pre-tax takes into consideration of the unwinding of the loan outstanding to K2 from DI. As a result, there is a large finance income receivable, further details on the discontinued operations are documented in note 4. The Group continues to pivot the business to focus on a UK and European focus with retail footprint rather than manufacturing.

We would hope to see improvements in these KPIs as we move forward. This isn't going to occur in the short term as we purchase businesses, however in the medium to long term we envisage a cash generative and profitable group with growing turnover.

The Group uses financial instruments to aid in the ongoing objectives of the business. Further details on the Group's financial instruments, can be found at note 30.

Principal risks and uncertainties for the Group

The Directors consider the following risk factors to be of relevance to the Group's activities. It should be noted that the list is not exhaustive and that other risk factors not presently known or currently deemed immaterial may apply. The material risk factors are summarised below:

i.

Failure to identify or anticipate future risks

Although the Directors believe that the Group's risk management procedures are adequate, the methods used to manage risk may not identify or anticipate current or future risks or the extent of future exposures, which could be significantly greater than historical measures indicate.

ii.

The Company may be unable to raise funds to complete any further acquisitions for growth

The Company intends to make further acquisitions in the food and beverage industry with a focus on the beverage distribution and production sector in the UK and the rest of Europe. Although the Company has not formally identified any prospective targets, it cannot currently predict the amount of additional capital that may be required.

iii.

Ownership and Reverse Takeover risks

The Company's next acquisition may be a Reverse Takeover. If an acquisition is made, its business risk will be concentrated in a single target until the Company completes an additional acquisition, if it chooses to do so. In the event that the Company acquires less than a 100 per cent. interest in a particular entity, the remaining ownership interest will be held by third parties and the subsequent management and control of such an entity may entail risks associated with multiple owners and decision-makers. In circumstances where the Company were to undertake a Reverse Takeover (or analogous transaction) requiring the eligibility of the Company to be re-assessed, the Company would be required to meet the minimum market capitalisation requirement of £30,000,000 to maintain its listing as well as satisfy the requirements of the Equity Shares (commercial companies) category of the new UK listing rules which came into effect on 29 July 2024. In the event that the Company is unable to satisfy these requirements, the Company would be unable to meet the eligibility requirements to maintain its listing and would be required to de-list, meaning the shareholders of the Company would hold shares in a non-trading public company (assuming it would be unable to secure a listing or quotation on another exchange).

iv.

Reliance on consistent supply

The beverage industry is dependent on prompt supply and quality transportation of beverage ingredients and finished goods. Disruptions such as adverse weather conditions, natural disasters and labour strikes in places where supplies of beverage ingredients are sourced could lead to delayed or lost deliveries or deterioration of ingredients and may, amongst other things, result in an interruption to the business of the Group or a failure of the Group to be able to comply with relevant legislation and provide quality food / beverage and services to customers, thereby damaging its reputation.

v.

Maintenance of quality of products and services

In the beverage industry, it is essential that the quality of products is consistent. Any inconsistency in the quality of products may result in customer dissatisfaction and hence a decrease in their loyalty.

vi.

Identifying a suitable acquisition target

The Board has adopted an acquisition strategy to make acquisitions in the beverage industry with a focus on the beverage distribution and production sector in the UK and the rest of Europe. This has directly led the Company to acquire PL, a wine retailer in the South of England. The Company will be dependent upon the ability of the Directors to identify suitable acquisition opportunities in the future and to implement the Company's strategy.

vii.

Demand for the Company's products may be adversely affected by changes in consumer preferences

The Company's success will depend heavily on the maintenance of the brands in which it invests and the ability of the Company to adapt the companies in which it invests, taking into consideration the changing needs and preferences of its customers. Consumer preferences, perceptions and spending habits may shift due to a variety of factors that are difficult to predict and over which the Group has no control (including lifestyle, nutritional and health considerations). Any significant changes in consumer preferences or any failure to anticipate and react to such changes could result in reduced demand for the Group's products and weaken its competitive position.

viii.

Highly competitive sector

Although the beverage distribution and production sector is a highly competitive one in which barriers to entry are often low, the alcohol industry, like any other, has its own set of barriers to entry that can make it challenging for new players, to establish themselves.

ix.

Actions of third parties, including contractors and partners

The Group may be reliant on third parties to provide contracting services. There can be no assurance that these relationships will be successfully formed or maintained. A breach or disruption in these relationships could be detrimental to the future business, operating results and/or financial performance of the Group.

Specific subsidiary risks & uncertainties

i.

Sector risk, alcohol beverage distribution and retail

Regulatory Compliance: The alcohol industry is heavily regulated. Businesses must comply with various laws and regulations regarding licensing, labelling, advertising, and sales. Supply Chain Management: Managing a complex supply chain is crucial. This includes coordinating with multiple suppliers, tracking inventory, and ensuring timely deliveries. Any disruptions can affect product availability and profitability. Quality Control: Maintaining product quality is essential to avoid consumer dissatisfaction and potential health risks. Strict quality control measures are necessary to ensure the safety and consistency of alcoholic beverages. Market Competition: The alcohol beverage market is highly competitive. Businesses must continuously adapt to changing consumer preferences and market trends to stay relevant and profitable. Reputation Management: Negative publicity, whether from regulatory violations or quality issues can harm a business's reputation. Effective risk management strategies are essential to protect and maintain a positive brand image.

ii.

Environmental risks and hazards

All phases of the Group's operations are subject to environmental regulation in the areas in which it operates. Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, Directors and employees. There is no assurance that existing or future environmental regulation will not materially adversely affect the Group's business, financial condition and results of operations. Environmental hazards may exist on the properties on which the Group holds interests that are unknown to the Group at present. The Board manages this risk by working with environmental consultants and by engaging with the relevant governmental departments and other concerned stakeholders.

iii.

Internal control and financial risk management

The Board has overall responsibility for the Group's systems of internal control and for reviewing their effectiveness. The Group maintains systems which are designed to provide reasonable but not absolute assurance against material loss and to manage rather than eliminate risk. The key features of the Group's systems of internal control are as follows: ·      Management structure with clearly identified responsibilities; ·      Production of timely and comprehensive historical management information presented to the Board; ·      Detailed budgeting and forecasting; ·      Day to day hands on involvement of the Executive Director and Senior Management; and ·      Regular Board meetings and discussions with the Non-Executive Directors. The Group's activities expose it to several financial risks including cash flow risk, liquidity risk and foreign currency risk. More details on financial risk are at note 30 of our financial statements.

iv.

Cashflow risk, liquidity risk and credit risk

More details on each of these risks as well as the Company's risk management policy are at note 30 of our financial statements.

Managing risks & internal controls

The Company continually identifies the risks that could affect its goals and operations. It considered the risks raised during the previous financial year end and considered them still appropriate. It assesses the likelihood and impact of each risk, and prioritises them accordingly.

Internal controls are designed and implemented to mitigate or reduce the risks, or transfer or avoid them if possible. The Directors monitor and evaluate the effectiveness and efficiency of the internal controls, and identify any gaps or weaknesses as well as review and update the internal controls periodically, or when there are significant changes in the business environment or objectives.

The key features of the Group's systems and internal controls have been detailed in risk four of the specific subsidiary risks and uncertainties on page 13.

The Group does not undertake in any instruments to hedge its exposure, further details of our risks can be found in note 30.

Going concern

The Directors have reviewed the Group's forecast financial position for the 12 months following the Board's approval of these financial statements. The Group's business activities, financial standing, and factors likely to influence its future development, performance, and position were reviewed by the Board. Following a full analysis of the Company, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements.

During the year, in November 2024, the Company issued 1 further CLN of £250,000 under the terms of the Loan Note Instrument, raising a total of £250,000. In August 2025, the Company repaid 6 CLNs and returned £1,500,000 to the CLN holders. Due to a need for working capital due to a strategic requirement the Company after year end, in November 2025 issued 6 new CLNs and raised £1,500,000. The Company converted £nil (2024: £nil) of CLNs into new ordinary shares.

Events after the reporting date

The Directors have prepared cash flow forecasts. These forecasts consider operating cash flows and the capital expenditure requirements for the Company as well as its subsidiaries, available working capital and forecast expenditure, including overheads and other costs. The Directors are of the opinion that the Group has sufficient working capital and that no additional funding is required other than that what has been raised. Based upon the Company's forecast, it has sufficient cash for the foreseeable future.

Based on the results of this analysis, the Directors have a reasonable expectation that the Group will be able to continue in operation and meet its obligations as they fall due over the period to February 2027.

Chief Executive Officer's statement

Operational Acquisitions

On 29 August 2025, the Company acquired the trade and assets of a cigar distributor and cigar lounge from Rekam Limited for £90,000 in cash. The business and its assets were acquired as

a going concern, excluding all creditors and cash balances, and are now operated through a newly formed wholly owned subsidiary, N20 Nine Limited. The business commenced trading under the new banner in September 2025.

The Directors consider this to be a highly complementary strategic acquisition. The powerful synergy between premium spirits and fine cigars enhances our existing alcohol distribution business, providing it with a new direct outlet. In addition, the cigar lounge creates an immediate additional direct-to-consumer retail channel and a flagship showcase for the Group's product portfolio, enabling brand experience curation and direct consumer feedback. This acquisition aligns fully with our stated intention to be more aggressive in the pursuit of growth opportunities within the food and beverage sector during 2025.

Access to Capital - Hong Kong

As reported in the prior year, the Company entered into a share purchase agreement on 8 April 2024 to acquire a 33% strategic stake in Ace Jumbo Ventures Limited ('AJV') for US$20,000 from Giga Treasure Limited. This transaction has been approved by the relevant Hong Kong authorities during the current reporting period. The Directors continue to monitor the position and will update shareholders as soon as there is a material development. AJV is the parent company of Giga (Hong Kong) Limited, which holds both a Type 4 Licence (provision of advice on securities) and a Type 9 Licence (asset management related regulated activities) under the Securities and Futures Ordinance in Hong Kong. The Directors believe that holding an interest in these licences will facilitate future fundraisings from investors based in Hong Kong and China. Separately, the Company continues to hold its Hong Kong incorporated entity, Everest (Hong Kong) Securities Limited ('EHKS'), which remains dormant at the date of this report but will, once trading, enhance the credibility and ability of the Group to raise capital in those markets.

Capital Re-Organisation

A General Meeting was held on 7 November 2025 to approve a re-organisation of the Company's share capital. The re-organisation, which was completed on 10 November 2025, involved the sub-division and re-classification of the Company's existing ordinary shares and their consolidation into new ordinary shares of £0.001 each, together with the adoption of new Articles of Association.

The purpose of the re-organisation was to simplify the Company's capital structure, reduce the number of shares in issue, and enhance the Company's flexibility for future corporate developments, including capital raising. The re-organisation did not affect the Company's underlying market capitalisation or shareholders' proportionate interests. Trading of the new ordinary shares commenced on the London Stock Exchange on 10 November 2025.

Impairment of goodwill

The Group has incurred a £379,127 (2024: £nil) impairment of the goodwill. This relates to the goodwill created on acquisition of PL. The reason for this impairment was the result of a poorer outlook on the revenue generation on the recently opened third store in Teddington within PL.

Convertible Loan Note Activity

As set out in the prior year's report, the Company constituted a Loan Note Instrument on 15 August 2024 pursuant to which it may issue up to £50 million of convertible loan notes ('CLNs') in tranches of £250,000. The CLNs are unsecured, carry an interest rate of 6% per annum, and have an initial term of three years from the date of issue. During the year ended 31 October 2025, the following material CLN events occurred:

Repayment of £1,500,000: On 29 August 2025, the Company repaid CLNs to the value of £1,500,000 to Surich Real Estate Opportunity Fund SPC ('SPC'). The repayment was requested by SPC on the basis that the funds had not been fully deployed within the expected timeframe. The repayment was settled as to £1,491,731 in cash, with the remaining £8,269 added to the balance of the loan advance previously made by SPC in November 2024.

Following the repayment, SPC held seven CLNs with an aggregate principal value of £1,750,000 under the Loan Note Instrument.

Continued related party position: SPC is wholly owned and controlled by Mr Ziwei Peng. Mr Peng is the owner and controller of Golden Nice International Group Limited, which holds a 24.55% interest in the issued share capital of the Company. Accordingly, all CLN transactions with SPC constitute related party transactions for the purposes of Rule 7.3 of the Disclosure Guidance and Transparency Rules.

After the reporting date events

On 26 November 2025, the Company issued a further six CLNs of £250,000 each to SPC, raising an additional £1,500,000 under the Loan Note Instrument. The funds were received on 25 November 2025. The CLNs are convertible into new ordinary shares at a price of £8.00 per share (reflecting the post re-organisation share structure) and carry the same material terms as previously disclosed. The proceeds will be applied to working capital and capital expenditure requirements, as well as to support the Company's ongoing acquisition strategy.

On 18 February 2026, the Company released an RNS to confirm that a number of CLNs that had expired during the year had been extended for 3 years and now have a maturity date of 31 March 2028.

Outlook

The Group continues to actively seek strategic acquisitions within the food and beverage distribution and production sector in the United Kingdom and across Europe. We remain disciplined in our approach, ensuring that any prospective target presents an appropriate risk profile and capital structure before proceeding. The capital re-organisation completed in November 2025 positions the Company favourably for future fundraising initiatives, and the ongoing availability of the Loan Note Instrument provides a flexible source of funding should an appropriate opportunity present itself.

The shares in issue at the year-end were as follows:

Total number of Ordinary Shares in issue and listed on 31 October 2024	77,388,855
No Ordinary Shares issued during the year	-
Total number of Ordinary Shares in issue and listed on 31 October 2025	77,388,855

After the reporting date we completed a capital reorganisation and the issued shares is as follows:

Total number of Ordinary Shares in issue and listed on 31 October 2025	77,388,855
Number of Ordinary Shares issued during the year to ensure consolidation	145
Total number of Ordinary Shares in issue and listed on 10 November 2025	77,389,000
Consolidation ratio	200:1
New Ordinary Shares in issue on 10 November 2025	389,945

The strategic focus for 2026 remains consistent with that of the prior year, centred on expanding the food and beverage business through acquisitions and joint ventures. That said, the Company intends to adopt a more aggressive approach going forward. Capital raising initiatives will continue to be aligned with acquisitions and joint ventures that require funding.

Our auditors, RPG Crouch Chapman LLP ('RPGCC') are now in their third annual cycle and it has been a pleasure working with them.

The Directors remain focused on delivering long-term capital growth and sustainable income for shareholders. We would like to thank all of our customers, service providers, shareholders, staff, and fellow Directors for their continued support and assistance during the year under review.

Statement of comprehensive income

		Group				Company
		Year ended		Year ended		Year ended		Year ended
		31 October		31 October		31 October		31 October
		2025		2024		2025		2024
	Notes	£		£		£		£
Revenue	4	566,755		437,768		6,000		2,833
Cost of sales		(395,393)		(329,714)		-		-
Gross profit		171,362		108,054		6,000		2,833
Other income	5	11,491		-		-		-
Administrative expenses	8	(888,813)		(777,661)		(677,497)		(583,324)
Impairments	9	(379,127)		-		-		-
Operating loss		(1,085,087)		(669,607)		(671,497)		(580,491)
Finance costs	10	(223,517)		(124,012)		(208,034)		(120,865)
Finance income	11	203,325		163,839		201,228		62,331
Loss before tax from continuing operations		(1,105,279)		(629,780)		(678,303)		(639,025)
Profit from discontinued operations	4	-		4,755,269		-		-
Tax on profit/(loss) on ordinary activities	12	-		-		-		-
Profit/(loss) for the year from all operations		(1,105,279)		4,125,489		(678,303)		(639,025)
Profit/(loss) attributable to ordinary shareholders		(1,105,279)		1,795,408		-		-
Profit/(loss) attributable to non-controlling interests		-		2,330,081		-		-
Exchange differences on translating foreign operations		33,958		-		-		-
Total comprehensive profit/(loss) attributable to ordinary shareholders		(1,071,321)		4,125,489		-		-
Basic earnings per share - in pence	13	(1.43)		2.48
Diluted earnings per share - in pence	13	(1.43)		1.44

Statement of financial position

As at 31 October 2025

		Group				Company
		2025		2024		2025		2024
	Notes	£		£		£		£
Assets
Non-current assets
Investment in associate	15	16,465		16,465		16,465		16,465
Investment in subsidiaries	15	-		-		1,459,645		515,804
Goodwill	14	527,500		879,127		-		-
Property, plant & equipment	16	61,299		-		-		-
Right of use asset	27	165,915		42,357		-		-
Total non-current assets		771,179		937,949		1,476,110		532,269
Current assets
Inventories	17	53,533		39,253		-		-
Trade & other receivables	18	529,328		2,877,033		1,026,019		3,248,960
Cash & cash equivalents	19	1,063,463		279,725		110,983		59,710
Total current assets		1,646,324		3,196,011		1,137,002		3,308,670
Total assets		2,417,503		4,133,960		2,613,112		3,840,939
Equity & liabilities
Share capital	21	1,547,778		1,547,778		1,547,778		1,547,778
Share premium	21	3,752,967		3,752,967		3,752,967		3,752,967
Share based payment reserve	22	-		464,734		-		464,734
Foreign exchange reserve		33,958		-		-		-
Equity portion of convertible loan notes	24	83,016		79,531		83,016		79,531
Retained earnings		(6,389,183)		(5,748,638)		(5,971,454)		(5,757,885)
Total owner's equity		(971,464)		96,372		(587,693)		87,125
Non-controlling interest	23	-		-		-		-
Total equity		(971,464)		96,372		(587,693)		87,125
Non-current liabilities
Non-current lease liabilities	27	155,788		34,869		-		-
Borrowings	26	39,404		7,283		-		-
Convertible loan notes	25	2,537,520		3,001,564		2,537,520		3,001,564
Total non-current liabilities		2,732,712		3,043,716		2,537,520		3,001,564
Current liabilities
Current lease liabilities	27	30,965		16,826		-		-
Borrowings	26	164,871		6,678		159,030		-
Convertible loan notes	25	-		568,555		-		568,555
Trade and other payables	20	460,419		401,813		504,255		183,695
Total current liabilities		656,255		993,872		663,285		752,250
Total equity and liabilities		2,417,503		4,133,960		2,613,112		3,840,939

The notes on pages 53 to 104 form part of these financial statements
The financial statements were approved and authorised for issue on 26 February 2026 by the board of directors and were signed on its behalf by: Company Registration No. 07913053	............................. Xin (Andy) Sui Director

Group statement of changes in equity

 For the year ended 31 October 2025

		Share capital		Share Premium		Share based payment reserve		Foreign exchange reserve		Equity portion of convertible loan notes		Retained earnings		Total owner's equity		Non-controlling interest		Total equity
		£		£		£		£		£		£		£		£		£
Balance at 31 October 2023		1,297,778		3,502,967		464,734		-		37,713		(7,544,046)		(2,240,854)		(2,330,081)		(4,570,935)
Shares issued		250,000		250,000		-		-		-		-		500,000		-		500,000
New convertible loan notes issued		-		-		-		-		41,818		-		41,818		-		41,818
Profit from discontinued operations		-		-		-		-		-		2,425,188		2,425,188		2,330,081		4,755,269
Loss for the year from continued operations		-		-		-		-		-		(629,780)		(629,780)		-		(629,780)
Balance at 31 October 2024		1,547,778		3,752,967		464,734		-		79,531		(5,748,638)		96,372		-		96,372
Shares issued		-		-		-		-		-		-		-		-		-
Convertible loan note changes		-		-		-		-		3,485		-		3,485		-		3,485
Expiry of share warrants		-		-		(464,734)		-		-		464,734		-		-		-
Total comprehensive income for the year		-		-		-		33,958		-		(1,105,279)		(1,071,321)		-		(1,071,321)
Balance at 31 October 2025		1,547,778		3,752,967		-		33,958		83,016		(6,389,183)		(971,464)		-		(971,464)

Company statement of changes in equity

For the year ended 31 October 2025

		Share capital		Share Premium		Share based payment reserve		Equity portion of convertible loan notes		Retained earnings		Total equity
		£		£		£		£		£		£
Balance at 31 October 2023		1,297,778		3,502,967		464,734		37,713		(5,118,860)		184,332
Shares issued as part of PL purchase		250,000		250,000		-		-		-		500,000
New convertible loan notes issued		-		-		-		41,818		-		41,818
Loss for the year		-		-		-		-		(639,025)		(639,025)
Balance at 31 October 2024		1,547,778		3,752,967		464,734		79,531		(5,757,885)		87,125
Convertible loan note changes		-		-		-		3,485		-		3,485
Expiry of share warrants		-		-		(464,734)		-		464,734		-
Loss for the year		-		-		-		-		(678,303)		(678,303)
Balance at 31 October 2025		1,547,778		3,752,967		-		83,016		(5,971,454)		(587,693)

Statement of cash flows

For the year ended 31 October 2025

		Group				Company
		Year ended		Year ended		Year ended		Year ended
		31 October		31 October		31 October		31 October
		2025		2024		2025		2024
	Notes	£		£		£		£
Cashflows from operating activities
Operating loss		(1,085,087)		(669,607)		(671,497)		(580,491)
Adjusted for:
Depreciation	16 & 27	25,134		14,119		-		-
Finance costs	10	-		3,552		-		-
Foreign exchange movements	28	23,905		-		24,919		-
Discontinued operations		-		49,578		-		-
Impairment of goodwill	9	379,127		-		-		-
Changes in working capital
(Increase)/decrease in inventories	17	(14,280)		(39,253)		-		-
Decrease/(increase) in receivables	18	(85,873)		13,529		3,178		8,485
(Decrease)/increase in payables	20	54,071		(98,291)		47,160		(164,387)
Net cashflow from operating activities		(703,003)		(726,373)		(596,240)		(736,393)
Investing activities
Acquisition of PPE and intangibles	16	(90,000)		-		-		-
Purchase of subsidiaries		-		(196,966)		(943,841)		(700,640)
Purchase of associate		-		(16,465)		-		(16,465)
(Decrease)/increase in intercompany loans		(391,644)		-		2,694,391		(2,752,400)
Net cashflow from investing activities		(481,644)		(213,431)		1,750,550		(3,469,505)
Financing activities
Net proceeds from issue of shares	21	-		-		-		500,000
Net movement in convertible loan notes		(1,228,730)		3,000,000		(1,228,730)		3,000,000
Treasury function	18	3,033,649		(2,630,324)		-		-
Increase/(decrease) in borrowings	26	178,330		13,961		150,612		-
Foreign exchange movements		33,958		-		-		-
Capital repayments of lease liability	27	(24,917)		(21,996)		-		-
Net cashflow from financing activities		1,992,290		361,641		(1,078,118)		3,500,000
Net cashflow for the year		807,643		(578,163)		76,192		(705,898)
Opening cash and cash equivalents	19	279,725		858,024		59,710		765,814
Foreign exchange movements	28	(23,905)		(136)		(24,919)		(206)
Closing cash and cash equivalents	19	1,063,463		279,725		110,983		59,710

Notes to the group annual financial statements

For the year ended 31 October 2025

1.   General information

Everest Global Plc is a company incorporated in the United Kingdom. Details of the registered office, the officers and advisers to the Company are presented on the directors and professional advisers page at the back of this report (page 106). The Company is admitted to the Official List (by way of a Standard Listing under Chapter 14 of the Listing Rules) (subsequent to the year end the Company is admitted to the equity Shares (transition) category of the Official List) and to trading on the London Stock Exchange's Main Market for listed securities. The information within these financial statements and accompanying notes has been prepared for the year ended 31 October 2025 with comparatives for the year ended 31 October 2024.

2.   Basis of preparation and significant accounting policies

The consolidated financial statements of Everest Global Plc have been prepared in accordance with International Financial Reporting Standards as adopted by the United Kingdom (IFRS as adopted by the UK), IFRS Interpretations Committee and the Companies Act 2006 applicable to companies reporting under IFRS.

The consolidated financial statements have been prepared under the historical cost convention in the Group's reporting currency of Pound Sterling.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3. The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Although these estimates are based on management's experience and knowledge of current events and actions, actual results may ultimately differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimates are revised if the revision affects only that year or in the year of the revision and future years if the revision affects both current and future years.

c.   Going concern

These consolidated financial statements are prepared on the going concern basis. The going concern basis assumes that the Group will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities and commitments in the normal course of business. The Group has incurred significant operating losses and negative cash flows from operations as the Group pivoted to new opportunities during the year under review.

There remains an active and liquid market for the Group's shares.

As at 31 October 2025 the Group held £1,063,463 (2024: £279,725) in cash and cash equivalents.

Furthermore, the Group continues to seek further investment opportunities to develop its UK and European-focused food and beverage operations. It will be necessary to raise further funding to achieve these objectives. The Company has the ability to issue up to £50 million CLNs, of which the Company has issued £3.25 million of CLNs since this facility was agreed.

The Directors have prepared cash flow forecasts. These forecasts consider operating cash flows and capital expenditure requirements for the Company and PL, available working capital and forecast expenditure, including overheads and other costs. The Directors are of the opinion that the Group has sufficient working capital and that no additional funding is required. However, funding is being raised to provide adequate cash flow to cover the business for unforeseen costs that might occur.

After careful consideration of the matters set out above, the Directors are of the opinion that the Group will be able to undertake its planned activities for the period to 28 February 2027 from current cash and debtor positions and have prepared the consolidated financial statements on the going concern basis.

d.   New and amended standards adopted by the Company

The Group has implemented IFRS as adopted by the UK. At the point of transition from IFRS as adopted by the EU the underlying requirements were identical. The following standards, amendments and interpretations are new and effective for the year ended 31 October 2025 and have been adopted. None of the IFRS standards below had a material impact on the financial statements.

IFRS S1	General Requirements for Disclosure of Sustainability-related Financial Information	IFRS S1 sets out overall requirements for sustainability-related financial disclosures with the objective to require an entity to disclose information about its sustainability-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decisions relating to providing resources to the entity.	1 January 2024

IFRS S2	Climate-related Disclosures	IFRS S2 sets out the requirements for identifying, measuring and disclosing information about climate-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decisions relating to providing resources to the entity.	1 January 2024

The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year beginning 1 November 2024 and have not been early adopted:

IFRS 18	Presentation and Disclosures in Financial Statements	IFRS 18 includes requirements for all entities applying IFRS for the presentation and disclosure of information in financial statements.	1 January 2027

The Directors anticipate that the adoption of these standards and the interpretations in future periods will not have a material impact on the financial statements of the Group.

e.   Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 October each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra-Group transactions, balances, income and expenses are eliminated on consolidation.

Non-controlling interests in subsidiaries are identified separately from the Group's equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests' proportionate share of the fair value of the acquiree's identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non- controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries.

When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests.

Where certain assets of the subsidiary are measured at revalued amounts or fair values and the related cumulative gain or loss has been recognised in other comprehensive income and accumulated in equity, the amounts previously recognised in other comprehensive income and accumulated in equity are accounted for as if the Company had directly disposed of the related assets (i.e. reclassified to profit or loss or transferred directly to retained earnings). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 "Financial Instruments: Recognition and Measurement" or, when applicable, the cost on initial recognition of an investment in an associate or a jointly controlled entity.

Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their fair value at the acquisition date, except that:

-     deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;

-     liabilities or equity instruments related to share-based payment transactions of the acquiree or the replacement of an acquiree's share-based payment transactions with share-based payment transactions of the Group are measured in accordance with IFRS 2 Share-based Payment at the acquisition date; and

-     assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that standard.

Goodwill

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

Associates

The Company's interest in an associate is carried in the statement of financial position at its share in the net assets of the associate together with goodwill paid on acquisition, less any impairment loss. When the share in the losses exceeds the carrying amount of an equity-accounted Company, the carrying amount is written down to nil and recognition of further losses is discontinued.

f.    Property, plant & equipment

Property, plant and equipment are stated at historical cost less subsequent accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial year in which they are incurred. Depreciation on property, plant and equipment is calculated using the straight-line method to write of their cost over their estimated useful lives at the following annual rates:

      Leasehold improvements                                                                                   33.33%

      Furniture, fixtures & equipment                                                                           10.00% - 25.00%

      Plant & machinery                                                                                             20.00% - 33.33%

Useful lives and depreciation method are reviewed and adjusted if appropriate, at the end of each reporting year.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the relevant asset and is recognised in profit or loss in the year in which the asset is derecognised.

g.   Leased assets

The Group leases various retail premises. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

The right-of-use asset is depreciated over lease term on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

-     fixed payments (including in-substance fixed payments), less any lease incentives receivable.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee's incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

Right-of-use assets are measured at cost comprising the following:

-     the amount of the initial measurement of lease liability;

-     any lease payments made at or before the commencement date less any lease incentives received any initial direct costs; and

-     restoration costs.

Payments associated with short term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise moving equipment rented on a day to day basis.

h.   Investments in subsidiaries

Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.

i.    Inventories

Inventories are carried at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and applicable selling expenses.

When the inventories are sold, the carrying amount of those inventories is recognised as an expense in the year in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the year in which the write-down or loss occurs. The amount of any reversal of any write-down of inventories is recognised as an expense in the year in which the reversal occurs.

j.    Impairment

Non-derivative financial assets

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets carried at amortised cost and debt securities at Fair Value through Other Comprehensive Income ('FVTOCI') are credit-impaired. A financial asset is "credit-impaired" when one or more events that have a detrimental impact on the estimated future cash flows of the financial assets have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

-     significant financial difficulty of the borrower or issuer;

-     a breach of contract such as a default or being more than 90 days past due;

-     the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;

-     it is probable that the borrower will enter bankruptcy or other financial reorganisation; or

-     the disappearance of an active market for a security because of financial difficulties.

A 12-month approach is followed in determining the Expected Credit Loss ('ECL').

Presentation of allowance for ECL in the statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

For debt securities at FVTOCI, the loss allowance is charged to profit or loss and is recognised in Other Comprehensive Income ('OCI').

Write-off

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group's procedures of recovery of the amounts due.

k.   Financial instruments

The Group classifies non-derivative financial assets into the following categories: loans and receivables and Fair Value through Profit and Loss ('FVTPL') and FVTOCI financial assets.

The Group classifies non-derivative financial liabilities into the following category: other financial liabilities.

i.    Non-derivative financial assets and financial liabilities - recognition and derecognition

The Group initially recognises loans and receivables on the date when they are originated. All other financial assets and financial liabilities are initially recognised on the trade date when the entity becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognised financial assets that is created or retained by the Group is recognised as a separate asset or liability.

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. Gains or losses on derecognition of financial liabilities are recognised in profit or loss as a finance charge.

Financial assets and financial liabilities are offset, and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

ii.   Loans and receivables - measurement

These assets are initially measured at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method.

iii.  Assets at FVTOCI - measurement

These assets are initially measured at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, are recognised in OCI and accumulated in the revaluation reserve.

When these assets are derecognised, the gain or loss accumulated in equity is reclassified to profit or loss.

iv.  Non-derivative financial liabilities - measurement

Other non-derivative financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective interest method.

v.   Convertible loan notes and derivative financial instruments

The presentation and measurement of loan notes for accounting purposes is governed by IAS 32 and IFRS 9. These standards require the loan notes to be separated into two components:

-     a derivative liability; and

-     a debt host liability.

This is because the loan notes are convertible into an unknown number of shares, therefore failing the 'fixed-for- fixed' criterion under IAS 32. This requires the 'underlying option component' of the loan note to be valued first (as an embedded derivative), with the residual of the face value being allocated to the debt host liability (refer financial liabilities policy above).

Compound financial instruments issued by the Group comprise convertible notes denominated in British pounds that can be converted to ordinary shares at the option of the holder, when the number of shares to be issued is fixed and does not vary with changes in fair value.

The liability component of compound financial instruments is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.

Interest related to the financial liability is recognised in profit or loss. On conversion at maturity, the financial liability is reclassified to equity and no gain or loss is recognised.

The Group's financial liabilities include amounts due to a director, trade payables and accrued liabilities. These financial liabilities are classified as FVTPL are stated at fair value with any gains or losses arising on re-

measurement recognised in profit or loss. Other financial liabilities, including borrowings are initially measured at fair value, net of transaction costs.

l.    Borrowings

Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the reporting period, in which case they are presented as non-current liabilities.

Borrowings are initially recorded at fair value, net of transaction costs and subsequently carried for at amortised costs using the effective interest method. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the year of the borrowings using the effective interest method. Borrowings which are due to be settled within twelve months after the reporting period are included in current borrowings in the statement of financial position even though the original term was for a period longer than twelve months and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the financial statements are authorised for issue.

m.  Revenue recognition

Performance obligations and service recognition policies

Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when it transfers control over of goods or services to a customer.

The following table provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and the related revenue recognition policies.

Type of product/ service	Nature and timing of satisfaction of performance obligations, including significant payment terms	Revenue recognition under IFRS 15
Sale of goods	Customers obtain control of the goods when the goods have been delivered to them and have been accepted at their premises or the agreed point of delivery. Invoices are generated at that point in time net of rebates and discounts. Invoices are generally payable within 30 days. No settlement discounts are provided for. The sale of the goods are not subject to a return policy.	Revenue is recognised when the goods are delivered and have been accepted by the customers at their premises or the agreed point of delivery.
Interest revenue	Interest income is recognised in the income statement for all interest-bearing instruments (whether classified as held-to-maturity, FVTOCI, FVTPL, derivatives or other assets) on an accrual basis using the effective interest method based on the actual purchase price including direct transaction costs.	Once a financial asset has been written down to its estimated recoverable amount, interest income is thereafter recognised based on the effective interest rate that was used to discount the future cash flows for the purpose of measuring the recoverable amount.

n.   Cost of sales

Cost of sales consists of all costs of purchase and other directly incurred costs.

Cost of purchase comprises the purchase price, import duties and other taxes (other than those subsequently recoverable by the Group from the taxing authorities), if any, and transport, handling and other costs directly attributable to the acquisition of goods. Trade discounts, rebates and other similar items are deducted in determining the costs of purchase. Cost of conversion primarily consists of hiring charges of subcontractors incurred during conversion.

o.   Finance income and finance costs

The Group's finance income and finance costs include:

-     interest income;

-     interest expense; and

-     dividend income.

Interest income and expense is recognised using the effective interest method. Dividend income is recognised in profit or loss on the date on which the Group's right to receive payment is established.

The "effective interest rate" is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

-     the gross carrying amount of the financial asset; or

-     the amortised cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset, if the asset is no-longer credit-impaired, then the calculation of interest income reverts to the gross basis.

p.   Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income and expense that are taxable or deductible in other years, and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting year.

Deferred tax is recognised on temporary differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences.

Current or deferred tax for the year is recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

q.   Cash & cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are also included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.

r.    Provisions and contingencies

Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the statement of financial position date and are discounted to present value where the effect is material. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

When the effect of discounting is material, the amount recognised for a provision is the present value at the reporting date of the future expenditures expected to be required to settle the obligation. The increase in the discounted present value amount arising from the passage of time is included in finance costs in the statement of comprehensive income.

Contingent liabilities are not recognised in the financial statements. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. A contingent asset is not recognised in the financial statements but disclosed when an inflow of economic benefits is probable.

s.   Share capital

Ordinary shares are classified as equity. Proceeds from issuance of ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against share capital and share premium.

t.    Foreign currencies

In preparing the financial statements of each individual Group entity, transactions in currencies other than the functional currency of that entity (foreign currencies) are recorded in the respective functional currency (i.e. the currency of the primary economic environment in which the entity operates) at the rates of exchanges prevailing on the dates of the transactions. At the end of the reporting year, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical costs in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on translation of monetary items, are recognised in profit or loss in the year in which they arise. Exchange differences arising on the retranslation of non- monetary items carried at fair value are included in profit or loss for the year except for differences arising on the retranslation of non-monetary items in respect of which gains, and losses are recognised directly in other comprehensive income, in which cases, the exchange differences are also recognised directly in other comprehensive income.

For the purposes of presenting the consolidated financial statements, assets and liabilities of the Group's foreign operations are translated from South African Rand into the presentation currency of the Group of Pound Sterling at the rate of exchange prevailing at the end of the reporting year, and their income and expenses are translated at the average exchange rates for the year, unless exchange rates fluctuate significantly during that year, in which case, the exchange rates prevailing at the dates of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity.

The principal exchange rates during the year are set out in the table below:

	Rate compared to £ (GBP)
Foreign currency	For the year ending 31 October 2025	For the year ending 31 October 2024
South African Rand	-	23.3074
US Dollar	1.3153	1.2990
Hong Kong Dollar	10.2281	10.0944

u.   Employee benefits

Salaries, annual bonuses, paid annual leave and the cost to the Group of non-monetary benefits are accrued in the year in which employees of the Group render the associated services. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values.

v.   Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision-maker, who is responsible for allocating resources and assessing

performance of the operating segments, has been identified as the Executive Director who makes strategic decisions.

3.   Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In the application of the Group's accounting policies, which are described above, management is required to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and assumptions that had a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are discussed below.

a.   Share based payments

The fair value of share-based payments recognised in the income statement is measured by use of the Black Scholes model, which considers conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management's best estimate of future share price behaviour based on past experience, future expectations and benchmarked against peer companies in the industry.

b.   Equity portion of convertible loan notes

The Group provides for the equity portion of convertible loan notes by applying an estimated interest rate in determining the present values of the convertible loan notes and the interest payable thereon over the life of the convertible loan notes.

c.   Impairment of goodwill

The group applies judgement in determining whether the carrying value of goodwill has any indication of impairment on an annual basis. Both external and internal factors are monitored for indications of impairment. When preforming the impairment review, management's approach for determining the recoverable amount of a subsidiary is based on the higher of value in use or fair value less cost to dispose. The value in use is compared with the carrying amount of the subsidiary.  

4.   Segmental reporting

The Company operates in a single segment and geographical regions as follows:

Geographical revenue:		2025		2024
		£		£
	South Africa	-		360,963
	United Kingdom	566,755		437,768
		566,755		798,731

Segmental revenue:		2025		2024
		£		£
	Spice related products	-		360,963
	Beverages	566,755		437,768
		566,755		798,731

The analysis of the Group's income statement between continuing and discontinued operations is as follows:

	2025
	Continuing	Discontinued	Total
	£	£	£
Turnover	566,755	-	566,755
Cost of sales	(395,393)	-	(395,393)
Gross profit	171,362	-	171,362
Other income	11,491	-	11,491
Administrative expenses	(888,813)	-	(888,813)
Impairments	(379,127)	-	(379,127)
Operating result	(1,085,087)	-	(1,085,087)
Finance cost	(223,517)	-	(223,517)
Finance income	203,325	-	203,325
(Loss)/profit before tax	(1,105,279)	-	(1,105,279)
Taxation	-	-	-
(Loss)/profit after tax	(1,105,279)	-	(1,105,279)

	2024
	Continuing	Discontinued	Total
	£	£	£
Turnover	437,768	360,963	798,731
Cost of sales	(329,714)	(272,040)	(601,754)
Gross profit	108,054	88,923	196,977
Other income	-	12,963	12,963
Administrative expenses	(777,661)	(93,439)	(871,100)
Operating result	(669,607)	8,447	(661,160)
Finance cost	(124,012)	(19,298)	(143,310)
Finance income	163,839	4,766,120	4,929,959
(Loss)/profit before tax	(629,780)	4,755,269	4,125,489
Taxation	-	-	-
(Loss)/profit after tax	(629,780)	4,755,269	4,125,489
Attributable to non-controlling interest	-	(2,330,081)	(2,330,081)
Attributable to ordinary shareholders	(629,780)	2,425,188	1,795,408

5.   Other income

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Other income	11,491	-		-	-
	11,491	-		-	-

6.   Personnel expenses and staff numbers

		Group			Company
		For the year ended	For the year ended		For the year ended	For the year ended
		31 October	31 October		31 October	31 October
		2025	2024		2025	2024
		£	£		£	£
The average number of employees in the year were:
	Directors	4	4		4	4
	Management	1	1		-	-
	Accounts & administrative	4	2		3	1
	Sales	6	5		-	-
Total		15	12		7	5

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
The aggregate payroll costs for these persons were:	340,719	277,830		236,278	160,023
Average ratio of executive pay verses average employee pay:	1.81	2.07
Average directors	30,290	35,360
Average of all employees	22,715	34,729
Average of non-director employees	19,960	17,049

7.   Directors' remuneration

		Group			Company
		For the year ended	For the year ended		For the year ended	For the year ended
		31 October	31 October		31 October	31 October
		2025	2024		2025	2024
		£	£		£	£
Salaries and fees:
	Xin (Andy) Sui	49,600	44,800		49,600	44,800
	Robert Scott	48,000	63,000		48,000	63,000
	Simon Grant-Rennick	11,560	28,640		11,560	28,640
	Feng Chen	12,000	5,000		12,000	5,000
Total		121,160	141,440		121,160	141,440

No pension contributions were made by the Company on behalf of its directors in the current year nor in the prior year.

At the year-end a total of £9,222 (2024: £3,962) was outstanding in respect of directors' emoluments.

8.   Expenses - analysis by nature

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Auditors' remuneration for audit service: parent	90,000	78,000		90,000	78,000
Auditors' remuneration for audit service: related services		-		-	-
(Over)/under-provision of prior year audit fee	2,506	(368)		-	(368)
Auditors' remuneration for audit service: subsidiary	-	10,000		-	10,000
Brokership fees	26,262	31,626		26,262	31,626
Legal & professional fees	179,873	174,488		165,202	167,598
Registrar fees	6,341	6,096		6,341	6,094
Depreciation on IFRS 16 right of use asset (note 27)	23,933	14,119		-	-
Gain/loss on exchange	23,905	136		24,919	206
Personnel expenses (note 6)	340,719	277,830		236,278	160,023
Other administrative expenses	195,274	185,734		128,495	130,145
Total	888,813	777,661		677,497	583,324

9.   Impairments

As in previous financial years, the recoverability of the investments was evaluated. As part of management's annual review of the goodwill created on the acquisition of PL, it was considered necessary to impair the goodwill. The goodwill calculation will be reviewed on an annual basis.

In coming to this conclusion, the management allocated PL into a cash generating unit ("CGU") and discounted future expected cashflows using appropriate discounting factors having taken into consideration the cost of debt and equity. It is of the opinion that PL's additional third shop has not provided the additional income that had first been expected and therefore the future cashflows were not as strong as when the acquisition was undertaken.

For the year ended 31 October 2025 the board of the Company have used the following  significant judgements:

	2025
Discount rate	8.03%
Terminal period	10 years
Revenue growth rate	6%

	Group
	For the year ended	For the year ended
	31 October	31 October
	2025	2024
	£	£
Impairment of goodwill	379,127	-
	379,127	-

10.  Finance costs

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Interest paid on borrowings	11,417	(3,552)		8,418	-
Interest accrued on convertible loan notes	199,616	120,865		199,616	120,865
Lease liability	12,484	6,699		-	-
	223,517	124,012		208,034	120,865

Finance costs represent interest and charges in respect of the discounting of invoices, the interest accrual for the Convertible Loan Notes issued and the interest charged on capitalised right-of use lease liability.

11.  Finance income

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Interest earned on loans receivable	186,634	65,419		-	-
Other fees received as part of loan setup	16,691	98,420		-	-
Interest earned on intercompany loan receivable	-	-		201,228	62,331
	203,325	163,839		201,228	62,331

12.  Taxation

The charge for the year can be reconciled to the profit before taxation per the consolidated statement of comprehensive income as follows:

		Group			Company
		For the year ended	For the year ended		For the year ended	For the year ended
		31 October	31 October		31 October	31 October
		2025	2024		2025	2024
		£	£		£	£
Tax charge		-	-		-	-
Factors affecting the tax charge
	Profit/(loss) on ordinary activities before taxation	(1,105,279)	1,866,188		(678,303)	(639,025)
	Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 25% (2024: 25%)	(276,320)	466,547		(169,576)	(121,415)
	Tax effect of expenses not deductible for tax	1,138	1,848		-	-
	Sale of subsidiary	-	(468,395)		-	-
	Tax effect of utilisation of tax losses	275,182	-		169,576	121,415
Tax charge for the year		-	-		-	-

The Company has excess management expenses of £3,790,571 (2024: £2,689,844) available for carry forward against future trading profits. The deferred tax asset in these tax losses at 25% has not been recognised due to the uncertainty of the timing to recover these losses against future profits.

The UK government changed the corporate tax with effect from 1 April 2023. This change meant there was a sliding scale between 19% and 25%, depending on your profits. We have applied the rate of 25%, which is applicable for business with profits more than £250,000 as it is the expectation that profits would exceed this in the future.

13.  Earnings per share

Earnings per share data is based on the Group result for the year and the weighted average number of shares in issue. Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of ordinary shares in issue during the year:

	Group
	For the year ended	For the year ended
	31 October	31 October
	2025	2024
	£	£
Profit/(loss) after tax	(1,105,279)	1,795,408
Weighted average number of shares in issue	77,388,855	72,368,363
Basic profit/(loss) per share	(0.0143)	0.0248

Profit/(loss) after tax	(1,105,279)	1,795,408
Weighted average number of shares in issue and warrants outstanding	77,388,855	124,840,645
Diluted profit/(loss) per share	(0.0143)	0.0144

As at 31 October 2025 there were 77,388,855 (2024: 77,388,855) shares in issue, nil (2024: 52,472,282) outstanding share warrants and nil (2024: nil) outstanding options, both would be potentially dilutive.

14.  Goodwill

Group		Goodwill
		£
Cost
As at 31 October 2023		-
	Acquisitions and other additions	879,127
As at 31 October 2024		879,127
	Acquisitions and other additions	27,500
As at 31 October 2025		63,709
Impairment
As at 31 October 2023		-
As at 31 October 2024		-
	Charge in the year	379,127
As at 31 October 2025		379,127
Net book value
	As at 31 October 2024	879,127
	As at 31 October 2025	527,500

The addition of goodwill in the current year arose on the acquisition of the trade and trading assets from Rekam Ltd into N20 Nine Ltd. A portion of this goodwill related to the purchase of the supply chain, which amounts to £1,500. The remaining balance was goodwill on acquisition.  

For more details on the impairment of goodwill please refer to note 9.

15.  Investments

		Group			Company
		For the year ended	For the year ended		For the year ended	For the year ended
		31 October	31 October		31 October	31 October
		2025	2024		2025	2024
		£	£		£	£
Investment in subsidiary
	Cost of investment	-	-		1,459,645	515,804
	Impairment of investment	-	-		-	-
Carrying value		-	-		1,459,645	515,804

		Group			Company
		For the year ended	For the year ended		For the year ended	For the year ended
		31 October	31 October		31 October	31 October
		2025	2024		2025	2024
		£	£		£	£
Investment in associate
	Cost of investment	16,465	16,465		16,465	16,465
	Impairment of investment	-	-		-	-
Carrying value		16,465	16,465		16,465	16,465

As at 31 October 2025, the Company directly and indirectly held the following investments:

Name of company	Principal activities	Country of incorporation and place of business	Proportion of equity interest 2025	Proportion of equity interest 2024
Precious Link (UK) Ltd	Retail sales of alcoholic beverages	United Kingdom	100.00%	100.00%
Everest (Hong Kong) Securities Limited	Type 4 and 9 licence holders	Hong Kong	100.00%	100.00%
Everest Capital London Ltd	Treasury	United Kingdom	100.00%	100.00%
N20 Nine Ltd	Cigar bar and sales	United Kingdom	100.00%	-
Ace Jumbo Ventures Ltd	Intermediary holding company	Republic of Seychelles	33.33%	33.33%

Information about the Group's shareholdings in subsidiaries at the end of the reporting period is as follows:

Dynamic Intertrade (Pty) Ltd	2025	2024
	£	£
Percentage held as at 1 November	-	51%
Percentage disposed	-	(51%)
Percentage held at 31 October	-	-

Precious Link (UK) Ltd	2025	2024
	£	£
Percentage held as at 1 November	100%	-
Percentage purchased	-	100%
Percentage held at 31 October	100%	100%

Everest (Hong Kong) Securities Limited	2025	2024
	£	£
Percentage held as at 1 November	100%	-
Percentage purchased	-	100%
Percentage held at 31 October	100%	100%

Everest Capital London Ltd	2025	2024
	£	£
Percentage held as at 1 November	100%	-
Percentage purchased	-	100%
Percentage held at 31 October	100%	100%

Ace Jumbo Ventures Ltd	2025	2024
	£	£
Percentage held as at 1 November	33.33%	-
Percentage purchased	-	33.33%
Percentage held at 31 October	33.33%	33.33%

N20 Nine Ltd	2025	2024
	£	£
Percentage held as at 1 November	-	-
Percentage purchased	100.00%	-
Percentage held at 31 October	100.00%	-

16.  Property, plant & equipment

		Leasehold improvements	Furniture, fixtures and fittings	Plant & machinery	Total
Group		£	£	£	£
Cost
As at 31 October 2023		18,142	4,985	252,078	275,205
	Additions	-	-	-	-
	Purchase of subsidiary	-	1,209	-	1,209
	Disposal of subsidiary	(18,142)	(4,985)	(252,078)	(275,205)
As at 31 October 2024		-	1,209	-	1,209
	Additions	7,500	55,000	-	62,500
As at 31 October 2025		7,500	56,209	-	63,709
Accumulated depreciation
As at 31 October 2023		18,140	4,023	227,271	249,434
	Charge in the year	-	23	1,270	1,293
	Purchase of subsidiary	-	1,209	-	1,209
	Disposal of subsidiary	(18,140)	(4,046)	(228,541)	(250,727)
As at 31 October 2024		-	1,209	-	1,209
	Charge in the year	-	1,201	-	1,201
As at 31 October 2025		-	2,410	-	2,410
Net book value
	As at 31 October 2024	-	-	-	-
	As at 31 October 2025	7,500	53,799	-	61,299

The Company held no tangible fixed assets at 31 October 2025 or 31 October 2024.

17.  Inventories

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Alcoholic beverages	53,533	39,253		-	-
	53,533	39,253		-	-

18.  Trade & other receivables

		Group			Company
		For the year ended	For the year ended		For the year ended	For the year ended
		31 October	31 October		31 October	31 October
		2025	2024		2025	2024
		£	£		£	£
Financial instruments
	Trade receivables	20,941	-		10,600	3,400
	Loans receivable	411,902	2,830,324		411,902	-
	Amounts owed from fellow group undertakings	-	-		550,849	2,952,400
	Other receivables	48,725	14,908		19,085	7,674
Non-financial instruments
	Accrued income		-		-	68,849
	Prepayments	47,760	31,801		33,583	31,801
Carrying value		529,328	2,877,033		1,026,019	3,064,124
Current		529,328	2,877,033		1,026,019	3,064,124
Non-current		-	-		-	-
		529,328	2,877,033		1,026,019	3,064,124

The loan outstanding at the year end related to loans provided to associate companies. In the prior year the loans receivable in the group were the result of the treasury function operated by Everest Capital London Ltd. All of these loans had been repaid within the year and no outstanding balances were owed in relation to the treasury function.

The Company measures the loss allowance for its financial instruments at an amount equal to lifetime expected credit loss. The expected credit losses on receivables are estimated using a provision matrix by reference to past default experience of the balances and an analysis of the current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current and the forecast direction of conditions at the reporting date.

Information about the Group's exposure to credit and market risks and impairment losses for trade receivables is included in note 30.

The Directors consider that the carrying amount of trade receivables and other receivables approximates their fair value.

19.  Cash and cash equivalents

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Cash on hand	623,499	279,725		110,983	59,710
Held in deposit accounts	439,964	-		-	-
Carrying value	1,063,463	279,725		110,983	59,710

Cash held in deposit accounts are receiving a higher level of interest compared to a current account balance. The cash in these accounts are under review as part of an application for a wealth management licence. Even through monitored, these funds do not have any restrictions. Cash held in deposit accounts are classified as cash and cash equivalents where the majority term of the deposits are 3 months or less.

20.  Trade & other payables

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Trade payables	150,562	87,334		72,124	37,221
Other payables	170,148	160,103		133,684	112,518
Related party payables	139,709	154,376		298,447	33,956
	460,419	401,813		504,255	183,695

Trade payables represent amounts due for the purchase of beverages and administrative expenses. The Directors consider that the carrying amount of trade payables approximates to their fair value.

The related party financial liabilities comprise:

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Giga Treasure Ltd	25,060	16,172		15,825	15,825
Ace Jumbo Ventures Ltd	19,531	14,161		-	-
Golden Nice Capital Ltd	4,148	22,279		-	-
Everest Capital London Ltd	-	-		273,400	-
Precious Link (UK) Ltd	-	-		-	7,729
Xin (Andy) Sui	3,219	3,162		3,219	3,162
Robert Scott	4,000	4,000		4,000	4,000
Simon Grant-Rennick	1,203	-		1,203	-
ASP Corp Ltd	-	2,440		-	2,440
Feng Chen *	82,548	95,762		800	800
	139,709	157,976		298,447	33,956

21.  Share capital and share premium

	Number of shares	Nominal value	Share premium	Total
		£	£	£
Balance at 31 October 2023	64,888,855	1,297,778	3,502,967	4,800,745
Share issue 27 March 2024	12,500,000	250,000	250,000	500,000
Balance at 31 October 2024	77,388,855	1,547,778	3,752,967	5,300,745
No shares issued in year	-	-	-	-
Balance at 31 October 2025	77,388,855	1,547,778	3,752,967	5,300,745

Share capital is the amount subscribed for shares at nominal value.

Retained losses represent the cumulative loss of the Group attributable to equity shareholders.

Share-based payments reserve relate to the charge for share-based payments in accordance with IFRS 2.

22.  Share based payments reserve

The Company does not have a share-ownership compensation scheme for senior executives of the Company. However senior executives may be granted options to purchase Ordinary Shares in the Company.

Warrants

During the 2019 financial year the Company consolidated all existing and issued shares and share options on the basis of 20 existing shares/options for 1 new share/option.

There are nil warrants to subscribe for Ordinary Shares at 31 October 2025 (2023: 52,472,282).

Date of grant	As at 1 November 2024	Expired/ exercised/ vested/ issued	As at 31 October 2025	Exercise price	Exercise/ vesting date
					From	To
03-Oct-22	13,000,000	(13,000,000)	-	5p	03-Oct-22	31-Dec-24
03-Oct-22	7,373,141	(7,373,141)	-	5p	03-Oct-22	31-Dec-24
03-Oct-22	7,373,141	(7,373,141)	-	10p	03-Oct-22	31-Dec-24
23-Jan-23	12,726,000	(12,726,000)	-	5.5p	23-Jan-23	31-Dec-24
24-Jan-23	6,000,000	(6,000,000)	-	5p	24-Jan-23	31-Dec-24
24-Jan-23	6,000,000	(6,000,000)	-	10p	24-Jan-23	31-Dec-24
	52,472,282	(52,472,282)	-

During the financial year the warrants that were created in 2019 expired with no exercising of the holders rights to purchase shares at the exercise price attached to each warrant. As a result the company has no outstanding warrants at the 31 October 2025.

As a result of the warrants expiring the share based payment reserve has been removed and the balance transferred into the retained earnings.

Options

At 31 October 2025 there were nil share options issued to the Directors and past Directors of the Company. During the current year nil share options were granted (2024: nil).

23.  Non-controlling interests

During the year the only subsidiary that had a non-controlling interest, DI, was disposed of.  We are therefore presenting the financial position at the point of disposal. For additional information on the comprehensive income please review note 4, to see the discontinued operations.

Dynamic Intertrade (Pty) Ltd	2025	2024
	£	£
Current assets	-	598,854
Non-current assets	-	164,123
Current liabilities	-	(948,747)
Non-current	-	(4,441,158)
	-	(4,626,928)

Non-controlling interest	2025	2024
	£	£
Balance at 1 November	-	(2,330,081)
Share of profits for the year	-	70,780
Equity attributable to non-controlling interest on disposal of remaining 51% interest	-	2,259,301
Balance at 31 October	-	-

On 16 January 2024 K2 exercised the put and call Option Agreement which was detailed in the Annual Financial Statements for the year ending October 2022. This resulted in the Company selling its remaining 51% of DI.

24.  Equity portion of convertible loan notes

During the current financial year the Company issued 1 new CLN under the 2024 terms, which was for £250,000. Additionally, the Company repaid 6 CLNs to the loan note holder. As a result of these transactions the equity portion increased, with the equity portion of the CLNs is presented below.

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Equity portion of convertible loan notes issued during the year	83,016	79,531		83,016	79,531
Carrying value	83,016	79,531		83,016	79,531

25.  Convertible loan notes

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Convertible loan notes	2,537,520	3,570,119		2,537,520	3,570,119
Carrying value	2,537,520	3,570,119		2,537,520	3,570,119

The loan notes holder will be paid an interest rate of 6-12 per cent, accrued on a monthly basis. The loan notes will not be admitted to trading on any exchange.

On 31 March 2021, the Company issued 12,060,000 2021 Loan Notes in the sum of £603,000 (by the conversion of existing sums due to creditors and by way of subscription from private investors).

On 3 October 2022, Golden Nice acquired £162,000 of the 2018 Loan Notes and £391,950 of the 2021 Loan Notes from various holders, being 65 per cent. of the Convertible Loan Notes outstanding at that time, at a 15 per cent. discount to their face value together with accrued but unpaid interest.

As part of the of 3 October 2022 investment agreement, the Company agreed with the CLN holders to accelerate the conversion of 5,971,000 CLNs and accrued but unpaid interest into 7,373,141 new Ordinary Shares in the Company at a conversion price of 5p.

The Company also agreed with the remaining holders of Convertible Loan Notes to accelerate the conversion of the balance of £87,500 2018 Loan Notes and £211,050 2021 Loan Notes and accrued but unpaid interest into, in aggregate, 7,373,141 2022 Conversion Shares in the Company at a conversion price of 5p. In accordance with their terms, the Company granted each holder one warrant to subscribe for a new Ordinary Share at an exercise price of £0.05 per Ordinary Share for every 2022 Conversion Share issued.

Additionally, the Company also agreed to grant each holder one warrant to subscribe for a new Ordinary Share at an exercise price of £0.10 per Ordinary Share for every 2022 Conversion Share issued. Accordingly, the conversion of £87,500 2018 Loan Notes and £211,050 2021 Loan Notes plus accrued but unpaid interest resulted in the granting of 7,373,141 5p 2022 CLN Warrants and 7,373,141 10p 2022 CLN Warrants.

On or around 24 January 2023, the Company received a conversion notice from Golden Nice, pursuant to which Golden Nice notified the Company of the conversion of the 2021 Loan Notes in the aggregate sum of £300,000 into 6,000,000 Ordinary Shares at a price of 5 pence per share, being a premium of 25 per cent to the closing price of 3.75 pence on 23 January 2023, being the business day prior to agreement of the conversion. As part of the 2023 Conversion, Golden Nice received a 5p 2023 CLN Warrant and a 10p 2023 CLN Warrant for every Ordinary Share issued in connection with the 2023 Conversion.

The fair value of the liability component, included in non-current liabilities, is calculated using a market interest rate for an equivalent non-convertible loan note at the date of issue. The residual amount, representing the value of the equity conversion component, is included in shareholder's equity in Equity portion of convertible loan notes (note 24).

On 28 August 2024 the Company received £3 million from the subscription of New Convertible Loan Notes. These were part of the constituted loan note instrument pursuant to which the Company may issue up to £50 million convertible loan notes ("CLNs") in tranches of £250,000 at any time. Each tranche of CLNs will have an initial term of 3 years from the date of the certificate being issued to the relevant noteholder (the 'Loan Note Instrument').

On 26 November 2024 the Company received £250,000 from the subscription of New Convertible Loan Notes. These were part of the constituted loan note instrument pursuant to which the Company may issue up to £50 million convertible loan notes ("CLNs") in tranches of £250,000 at any time. Each tranche of CLNs will have an initial term of 3 years from the date of the certificate being issued to the relevant noteholder (the 'Loan Note Instrument').

On 28 August 2025 the Company paid £1,478,730 for the prepayment of 6 New Convertible Loan Notes. These 6 CLNs were part of the constituted loan note instrument pursuant to which the Company may issue up to £50 million convertible loan notes ("CLNs") in tranches of £250,000 at any time.

Historic CLNs that were issued in both 2018 and 2021 had expiry dates of 31 March 2025. Having spoken to the holder of these CLNs it was agreed that they would be extended for a further 3 years and have an expiry date of 31 March 2028.

The carrying amounts of the liability component of the CLNs at the balance sheet date are derived as follows:

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Liability component at the beginning of the financial year	3,570,119	491,071		3,570,119	491,071
Issuance of new CLNs	250,000	3,000,000		250,000	3,000,000
Repayment of CLNs	(1,478,730)	-		(1,478,730)	-
Accumulated amortisation of interest expense	199,616	120,865		199,616	120,865
Equity portion movement	(3,485)	(41,817)		(3,485)	(41,817)
Liability component at the end of the financial year	2,537,520	3,570,119		2,537,520	3,570,119

Current portion included in current liabilities	-	568,555		-	568,555
Long term portion included in long term liabilities	2,537,520	3,001,564		2,537,520	3,001,564
Liability component at the end of the financial year	2,537,520	3,570,119		2,537,520	3,570,119

26.  Borrowings

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Bank loans	5,841	13,961		-	-
SPC	159,030	-		159,030	-
Other liabilities	39,404	-		-	-
Carrying value	204,275	13,961		159,030	-

Of which:				-	-
Current	164,871	6,678		159,030	-
Non-current	39,404	7,283		-	-
	204,275	13,961		159,030	-

27.  Leases

Right of use asset and lease liability

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Operating lease commitments disclosed as at 31 October	51,695	186,988		-	-
Disposal of DI	-	(175,033)		-	-
Purchase of PL	-	66,992		-	-
Assignment of Rekam Ltd lease	74,319	-		-	-
New lease entered	73,172	-		-	-
Interest payments	12,484	8,869		-	-
Lease payments	(24,917)	(36,069)		-	-
Exchange difference	-	(52)		-	-
Lease liability recognised in the statement of financial position	186,753	51,695		-	-

Of which:				-	-
Current lease liabilities	30,965	16,826		-	-
Non-current lease liabilities	155,788	34,869		-	-
	186,753	51,695		-	-

Right-of use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease. There were no onerous lease contracts that would have required an adjustment to the right-of-use assets at the date of initial application. The recognised right of-use assets relate to the following types of assets:

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Properties	165,915	42,357		-	-
	165,915	42,357		-	-

Impact on earnings per share

Depreciation on the right-of-use asset amounting to £23,933 (2024: £28,587) and interest on the right-of-use lease liability of £12,484 (2024: £8,869) were charged to the statement of profit and loss for the current year. As a result, the earnings per share decreased by 0.00047p (2024: 0.0005p).

28.  Notes to the statement of cash flows

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Cash and cash equivalents	1,063,463	279,725		110,983	59,710
Borrowings	(204,275)	(13,961)		(159,030)	-
Convertible loan notes	(2,537,520)	(3,570,119)		(2,537,520)	(3,570,119)
Right of use lease liability	(186,753)	(51,695)		-	-
Net debt	(1,865,085)	(3,356,050)		(2,585,567)	(3,510,409)

Cash and liquid investments	1,063,463	279,725		110,983	59,710
Fixed rate instruments	(2,928,548)	(3,635,775)		(2,696,550)	(3,570,119)
Net debt	(1,865,085)	(3,356,050)		(2,585,567)	(3,510,409)

Net debt reconciliation for the Group:

	Cash and cash equivalents	Borrowings	Convertible loan notes	Right of use lease liability	Total debt	Net debt
	£	£	£	£	£	£
As at 31 October 2023	858,024	(4,350,555)	(491,071)	(172,225)	(5,013,851)	(4,155,827)
Cashflows	(578,163)	4,336,594	(3,079,048)	120,530	1,378,076	799,913
Foreign exchange adjustments	(136)	-	-	-	-	(136)
As at 31 October 2024	279,725	(13,961)	(3,570,119)	(51,695)	(3,635,775)	(3,356,050)
Cashflows	807,643	(190,314)	1,032,599	(135,058)	707,227	1,514,870
Foreign exchange adjustments	(23,905)	-	-	-	-	(23,905)
As at 31 October 2025	1,063,463	(204,275)	(2,537,520)	(186,753)	(2,928,548)	(1,865,085)

Net debt reconciliation for the Company:

	Cash and cash equivalents	Borrowings	Convertible loan notes	Right of use lease liability	Total debt	Net debt
	£	£	£	£	£	£
As at 31 October 2023	765,814	-	(491,071)	-	(491,071)	274,743
Cashflows	(705,898)	-	(3,079,048)	-	(3,079,048)	(3,784,946)
Foreign exchange adjustments	(206)	-	-	-	-	(206)
As at 31 October 2024	59,710	-	(3,570,119)		(3,570,119)	(3,510,409)
Cashflows	76,192	(159,030)	1,032,599	-	873,569	949,761
Foreign exchange adjustments	(24,919)	-	-	-	-	(24,919)
As at 31 October 2025	110,983	(159,030)	(2,537,520)		(2,696,550)	(2,585,567)

29.  Business combinations

Summary of acquisition

On 27 August 2025 a newly created, 100% owned subsidiary, N20 Nine Ltd, purchased the trading assets of a cigar bar in North London. A breakdown of the purchase from Rekam Limited are detailed out below.

The assets were acquired as part of an opportunity to increase the retail footprint from which the Group current trades from, whilst increasing its category extension within the Group's growth strategy as detailed on page 6.

Purchase consideration

	£
Cash consideration	90,000
Total consideration	90,000

The assets

	£
Tangible fixed assets	55,000
Right of use asset	74,319
Deferred tax asset	18,580
Property	7,500
Identifiable goodwill for tobacco licenses	1,500
Goodwill for trading business	26,000
Lease liability	(74,319)
Deferred tax liability	(18,580)
Total consideration	90,000

As the purchased excluded cash as an asset on purchase, the net cash flow on acquisition was the same as the total consideration.

The lease that was used by the previous owner was assigned to N20 Nine Ltd as part of the purchase. The lease liability recognised on the date of the assignment was £74,319. It also created a right-of-use-asset of an equal amount.

It is of the director's opinion that the acquisition of the trading assets into N20 Nine Ltd meets the definition of a business combination under IFRS 3. This comprises an integrated set of activities and assets capable of being conducted and managed to provide a retail footprint to sell cigars and alcohol.

The Group incurred acquisition related costs of £11,123, which have been recognised as an expenses in the statement of comprehensive income in accordance with IFRS 3.

Contributions to the group's financial results

In the period since the purchase of the trading assets, N20 Nine Ltd has been undertaking a review of the staff and obtaining appropriate stock to sell in the store. As a result of this position there has been no revenue created and a loss of £11,436.

The result of the small loss incurred since the acquisition of the assets, it is deemed that had the acquisition not taken place the profitability of the business wouldn't be materially different to the statement of comprehensive income as shown on page 51.

30.  Financial instruments - fair values and risk management

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

Trade and other receivables and trade and other payables classified as held-for-sale are not included in the table below.

The Group has not disclosed the fair values of financial instruments such as short-term trade receivables and payables, because their carrying amounts are a reasonable approximation of their fair value.

Group as at 31 October 2025

	Carrying value					Fair value
	FVTOCI - equity instruments	Financial assets at amortised cost	Other financial liabilities	Total		Level 1	Level 2	Level 3	Total
	£	£	£	£		£	£	£	£
Financial assets
Investment in associate	-	16,465	-	16,465		-	-	-	-
	-	16,465	-	16,465
Financial liabilities
Lease liability	-	-	(106,995)	(106,995)
Unsecured borrowings	-	-	(343,790)	(343,790)
Convertible loan notes	-	-	(2,537,520)	(2,537,520)
Trade and other payables	-	-	(320,904)	(320,904)
			3,309,209	3,309,209

Group as at 31 October 2024

	Carrying value					Fair value
	FVTOCI - equity instruments	Financial assets at amortised cost	Other financial liabilities	Total		Level 1	Level 2	Level 3	Total
	£	£	£	£		£	£	£	£
Financial assets
Investment in associate	-	16,465	-	16,465				-	-
Loan receivable	-	2,830,324	-	2,830,324
	-	2,846,789	-	2,846,789
Financial liabilities
Lease liability	-	-	(51,695)	(51,695)
Unsecured borrowings	-	-	(13,961)	(13,961)
Convertible loan notes	-	-	(3,570,119)	(3,570,119)
Trade and other payables	-	-	(401,813)	(401,813)
	-	-	(4,037,588)	(4,037,588)

B.   Financial risk management

The Group has exposure to the following risks arising from financial instruments:

-     credit risk;

-     liquidity and cash flow risk; and

-     market risk.

Risk management framework

The Company's Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework.

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.

The Group's Audit Committee oversees how management monitors compliance with the Group's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group's Audit Committee undertakes ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group's receivables from customers and investments in debt securities.

The carrying amounts of financial assets represent the maximum credit exposure. There was no impairment loss in the current year nor in the prior year.

Trade receivables

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which its customers operate. Details of concentration of revenue are included in Note 4.

The Group has established a credit policy under which each new customer is analysed individually for creditworthiness before the Group's standard payment terms and conditions are offered. The Group's review includes external ratings, if they are available, financial statements, credit agency information, industry information and in some cases bank references. Sales limits are established for each customer and are reviewed regularly.

The Group limits its exposure to credit risk from trade receivables by establishing a maximum payment period of one month.

The Group does not require collateral in respect of trade and other receivables. The Group does not have trade receivables for which a no allowance is recognised because of collateral.

Expected credit loss assessment for corporate customers as at 31 October 2025 and 31 October 2024

The Group allocates each exposure to a credit risk grade based on data that is determined to be predictive of the risk of loss (including but not limited to external ratings, audited financial statements, management accounts and cash flow projections and available press information about customers) and applying experienced credit judgement. Credit risk grades are defined using qualitative and quantitative factors that are indicative of the risk of default.

Movements in the allowance for impairment in respect of trade receivables

The movement in the allowance for impairment in respect of trade receivables during the year amounted to nil.

Cash and cash equivalents

As at 31 October 2025, the Group held £1,063,463 in cash and cash equivalents (2024: £279,725) and had a bank overdraft of £13,176 (2024: £13,743). The cash and cash equivalents are held with bank and financial institution counterparties which are rated Baa3 to A1+ by Moody's.

Impairment on cash and cash equivalents has been measured on a 12-month expected loss basis and reflects the short maturities of the exposures. The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties. On the implementation of IFRS 9 the Group did not impair any of its cash and cash equivalents.

Liquidity and cash flow risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

Exposure to liquidity and cash flow risk

The following tables present the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and include contractual interest payments and exclude the impact of netting agreements.

Group as at 31 October 2025

Contractual cash flows
	Carrying value	Total	2 months or less	2 to 12 months	1 to 2 years	2 to 5 years	More than 5 years
	£	£	£	£	£	£	£
Non-derivative financial liabilities
Unsecured loans	(204,275)	(204,275)	(204,275)	-	-	-	-
Convertible loan notes	(2,537,520)	(2,537,520)	-	-	-	(2,537,520)	-
Right of use finance lease	(186,753)	(186,753)	(5,845)	(28,448)	(28,938)	(65,737)	(57,785)
Trade payables	(150,562)	(150,562)	(150,562)	-	-	-	-
Other payables	(174,296)	(174,296)	(174,296)	-	-	-	-
Related party payables	(135,561)	(135,561)	(135,561)	-	-	-	-
	(3,388,987)	(3,388,987)	(670,539)	(28,448)	(28,938)	(2,603,257)	(57,785)

Group as at 31 October 2024

Contractual cash flows
	Carrying value	Total	2 months or less	2 to 12 months	1 to 2 years	2 to 5 years	More than 5 years
	£	£	£	£	£	£	£
Non-derivative financial liabilities
Convertible loan notes	(3,570,119)	(3,570,119)	-	(567,825)	-	(3,002,194)	-
Secured loans	-	-	-	-	-	-	-
Right of use finance lease	(51,695)	(51,695)	(2,804)	(14,022)	(16,826)	(18,043)	-
Trade payables	(87,334)	(87,334)	(87,334)	-	-	-	-
Other payables	(180,866)	(180,866)	(180,866)	-	-	-	-
Related party payables	(147,574)	(147,574)	(147,574)	-	-	-	-
	(4,037,588)	(4,037,588)	(418,578)	(581,847)	(16,826)	(3,020,237)	-

Company as at 31 October 2025

Contractual cash flows
	Carrying value	Total	2 months or less	2 to 12 months	1 to 2 years	2 to 5 years	More than 5 years
	£	£	£	£	£	£	£
Non-derivative financial liabilities
Unsecured loans	(159,030)	(159,030)	(159,030)	-	-	-	-
Convertible loan notes	(2,537,520)	(2,537,520)	-	-	-	(2,537,520)	-
Trade payables	(72,124)	(72,124)	(72,124)	-	-	-	-
Other payables	(142,906)	(142,906)	(142,906)	-	-	-	-
Related party payables	(289,225)	(289,225)	-	(289,225)	-	-	-
	(3,200,805)	(3,200,805)	(374,060)	(289,225)	-	(2,537,520)	-

Company as at 31 October 2024

Contractual cash flows
	Carrying value	Total	2 months or less	2 to 12 months	1 to 2 years	2 to 5 years	More than 5 years
	£	£	£	£	£	£	£
Non-derivative financial liabilities
Unsecured shareholders loans	-	-	-	-	-	-	-
Convertible loan notes	(3,570,119)	(3,570,119)	-	(567,825)	-	(3,002,194)	-
Secured loans	-	-	-	-	-	-	-
Right of use finance lease	-	-	-	-	-	-	-
Trade payables	(43,085)	(43,085)	(43,085)	-	-	-	-
Other payables	(124,785)	(124,785)	(124,785)	-	-	-	-
Related party payables	(15,825)	(15,825)	(15,825)	-	-	-	-
	(3,753,814)	(3,753,814)	(183,695)	(567,825)	-	(3,002,194)	-

The interest payments on the financial liabilities represent the fixed interest rates as per the respective contracts.

The Group aims to maintain the level of its cash and cash equivalents and other highly marketable debt investments at an amount in excess of expected cash outflows on financial liabilities other than trade payables. The Group also monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables.

Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Foreign currency risk

The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise.

The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:

Group foreign exchange risk

	31 October 2025		31 October 2024
	£ (GBP)	HK$	£ (GBP)	HK$
Trade and other receivables	16,132	165,000	-	-
Cash and cash equivalents	944,669	9,662,173	-	-
Unsecured loans	(28,766)	(294,225)	-	-
Trade payables	(978)	(10,001)	-	-
Net statement of financial exposure	931,057	9,522,947	-	-
Next 6 months actual sales	-	-	-	-
Next 6 months actual forecast	-	-	-	-
Net statement of financial exposure	-	-	-	-
Net exposure	931,057	9,522,947	-	-

Company foreign exchange risk

It is the opinion of the Directors that the only foreign exchange risk that the Company faced would be trade payables, at the year-end. There were no trade payables that had a different currency to the functional currency presented in these financial statements. Therefore, it is of the opinion there was no risk in the Company.

The following significant exchange rates in relation to the reporting currency are applicable:

	Average for the year		Year end spot rate
	2025	2024	2025	2024
United States Dollar ($)	1.3085	1.2755	1.31531	1.2990
Hong Kong Dollar (HK$)	9.9741	10.0457	10.2281	10.0944

The presentation currency of the Group is British Pound Sterling.

The Group is exposed primarily to movements in USD and HKD, the currency in which the Group receives most of its funding, against other currencies in which the Group incurs liabilities and expenditure.

Sensitivity analysis

Financial instruments affected by foreign currency risk include cash and cash equivalents, trade other receivables and trade and other payables. The following analysis, required by IFRS 7 Financial Instruments: Disclosures, is

intended to illustrate the sensitivity of the Group's financial instruments (at year end) to changes in market variables, being exchange rates.

The following assumptions were made in calculating the sensitivity analysis:

-     all income statement sensitivities also impact equity; and

-     translation of foreign subsidiaries and operations into the Group's presentation currency have been excluded from this sensitivity as they have no monetary effect on the results.

Income statement / equity

	2025		2024
	+10%	-10%	+10%	-10%
United States Dollar ($)	0.1309	(0.1309)	0.1276	(0.1276)
Hong Kong Dollar (HK$)	0.9974	(0.9974)	1.005	(1.005)

The above sensitivities are calculated with reference to a single moment in time and will change due to a number of factors including:

-     fluctuating other receivable and trade payable balances;

-     fluctuating cash balances; and

-     changes in currency mix.

Interest rate risk

The Group has entered into fixed rate agreements for its finance leases and shareholders loans. The Group does not hedge its interest rate exposure by entering into variable interest rate swaps.

Exposure to interest rate risk

The interest rate profile of the Group's interest-bearing financial instruments as reported to the management of the Group is as per the table below.

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Financial assets	-	-	-	-
Financial liabilities	(2,715,567)	(3,599,703)	(2,696,550)	(3,570,119)

Fair value sensitivity analysis for fixed-rate instruments

The Group does not account for any fixed-rate financial assets of financial liabilities at FVTPL. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

Other market price risk

The Group is exposed to equity price risk, which arises from equity securities at FVTOCI are held as a long-term investment.

The Groups' investments in equity securities comprise small shareholdings in unlisted companies. The shares are not readily tradable, and any monetisation of the shares is dependent on finding a willing buyer.

Valuation techniques and assumptions applied for the purpose of measuring fair value

The fair value of cash and receivables and liabilities approximates the carrying values disclosed in the financial statements.

Capital management

The Group manages its capital resources to ensure that entities in the Group will be able to continue as a going concern, while maximising shareholder return.

The capital structure of the Group consists of equity attributable to shareholders, comprising issued share capital and reserves. The availability of new capital will depend on many factors including a positive operating environment, positive stock market conditions, the Group's track record, and the experience of management. There are no externally imposed capital requirements. The Directors are confident that adequate cash resources exist or will be made available to finance operations but controls over expenditure are carefully managed.

31.  Related party transactions

Directors' fees

During the year ended 31 October 2025 £121,160 was paid to Directors of the Company (2024: £141,440). At the year- end a total of £9,222 (2024: £3,962) was outstanding in respect of Directors' emoluments.

Other related party transactions

Included in trade and other payables are the following related party financial liabilities:

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Giga Treasure Ltd	25,060	16,172		15,825	15,825
Everest Capital London Ltd	-	-		273,400	-
Ace Jumbo Ventures Ltd	19,531	14,161		-	-
Golden Nice Capital Ltd	4,148	22,279		-	-
	48,739	52,612		289,225	15,825

Giga Treasure Ltd is owed money pertaining the purchase of Ace Jumbo Ventures Ltd share capital. The additional £347 relates to costs it has incurred on behalf of a group company.  Ace Jumbo Ventures Ltd has incurred costs on behalf of a group company.

Golden Nice Capital Ltd has made a payment on account to a member of the group for the purchase of goods. 

Ying Wang, an employee of PL, is the wife of a director of the Company. She is paid a salary from PL due to her role within the business, and this amounted to £10,800 during the reporting period.

SPC

During the year the company entered into a number of transactions with SPC, a related company due to a common controlling party.

The transactions included the issuance of new CLNs, repayment of six CLNs and an advance of a loan that can be converted into a CLN once the value exceeds the threshold of £250,000 for the issuance of a CLN.

At the year end the outstanding balance on the CLNs was £2,007,042 (2024: £3,001,564).

Outstanding Director's salaries and related party transactions

Included in trade and other payables are the following outstanding Directors' salaries and fees payable to related parties for other services:

	Group			Company
	For the year ended	For the year ended		For the year ended	For the year ended
	31 October	31 October		31 October	31 October
	2025	2024		2025	2024
	£	£		£	£
Xin (Andy) Sui	3,219	3,162		3,219	3,162
Robert Scott	4,000	4,000		4,000	4,000
Simon Grant-Rennick	1,203	2,440		1,203	2,440
Feng Chen	82,548	95,762		800	800
	90,970	105,364		9,222	10,402

32.  Controlling party

There is no single controlling party. Significant shareholders are listed on page 108.

33.  Subsequent events

Subsequent to year end the following occurred:

·      On 7 November the shareholders voted in favour of a capital reorganisation and the issuance of shares. This reorganisation reduced the shares in issue in the Company from 77,388,855 to 389,945.

·      On 26 November 2025 6 further CLNs of £1,500,000 was issued to SPC under the terms of the Loan Note Instrument. This resulted in 13 CLNs with an aggregate value of £3.250 million being issued.

·      The Company extended the expired maturity of the 2018 and 2021 CLN issuances from 31 March 2025 to 31 March 2028.

Substantial shareholders

16 February 2026
Shareholder	Shareholding	Percentage of Company's Issued Ordinary Share Capital
Golden Nice International Group Limited	95,000	24.55%
Mr Feng Chen	62,500	16.15%
Lynchwood Nominees Ltd	32,087	8.22%
Mr Yang Chen	31,815	8.22%
Mr Liaw Lin-Hsiang	31,815	7.04%
HSBC Global Custody Nominee (UK) Ltd	19,729	5.10%
Lynchwood Nominees Ltd	18,117	4.68%
Interactive Investor Services Nominees Ltd	17,399	4.50%
Total shares in issue	386,945

This table shows the share capital following the share consolidation which is an event after the reporting date

31 October 2025
Shareholder	Shareholding	Percentage of Company's Issued Ordinary Share Capital
Golden Nice International Group Limited	19,000,000	24.55%
Mr Feng Chen	12,500,000	16.15%
Lynchwood Nominees Ltd	6,417,416	8.29%
Mr Yang Chen	6,363,000	8.22%
Mr Liaw Lin-Hsiang	6,363,000	8.22%
HSBC Global Custody Nominee (UK) Ltd	3,945,860	5.10%
Lynchwood Nominees Ltd	3,623,542	4.68%
Interactive Investor Services Nominees Ltd	3,187,438	4.12%
Total shares in issue	77,388,855

31 October 2024
Shareholder	Shareholding	Percentage of Company's Issued Ordinary Share Capital
Golden Nice International Group Limited	19,000,000	24.55%
Mr Feng Chen	12,500,000	16.15%
Mr Yang Chen	6,363,000	8.22%
Mr Liaw Lin-Hsiang	6,363,000	8.22%
Lynchwood Nominees Ltd	5,448,013	7.04%
HSBC Global Custody Nominee (UK) Ltd	3,945,860	5.10%
Lynchwood Nominees Ltd	3,623,542	4.68%
Interactive Investor Services Nominees Ltd	3,133,374	4.05%
Total shares in issue	77,388,855

 

END