Everest Global : Half Year Report for the period ended 30 April 2024

Interim report for the period ended 30 April 2024

Everest Global Plc

Chief Executive Officer's report

The six months ended 30 April 2024 have been satisfactory and Everest Global Plc ('the Company') is now looking to apply its resources to find suitable acquisitions in line with our stated strategy, that will ensure that our shareholders and investors receive a concomitant return on their advances.

During the six months, we achieved some of our stated objectives. At the end of the previous financial year, on 31 October 2023, the Company announced the issue of a prospectus in relation to the admission of 39,099,141 ordinary shares of £0.02 each ('Ordinary Shares') to the Official List of the FCA (Standard Listing Segment) and to trading on the Main Market for listed securities of the London Stock Exchange. We further announced on the 6 November 2023 that the Ordinary Shares were listed and dealing could commence on that day. The total number of Ordinary Shares at that date was 64,888,855.

Following the advance, on 4 July 2023, of £200,000 to Precious Link (UK) Limited ('PL') the Company announced the acquisition from PI Distribution Investment Ltd ('PI'), of the entire issued share capital of PL. PL is a wine retailer, which consists of 2 retail liquor outlets in the Southeast of England. Under the terms of the Share Purchase Agreement ('SPA') and a subsequent restructure of the vendors affairs, the Company issued 12,500,000 new Ordinary Shares to Mr Feng Chen (the ultimate beneficial owner of PI), at a value of 4 pence per Ordinary Share, valuing the transaction at £500,000. The £200,000 loan between PL and the Company will remain in force and the director of PL has assigned his loan of circa £500k, at the date of acquisition, due to him from PL to the Company, as a condition of the SPA. As a result of the transaction the total number of Ordinary Shares in issue, on the 30 April 2024, was 77,388,855 Ordinary Shares.

In January 2024, following the acquisition of PL, the Company and K2 Spice Limited ('K2') exercised the put and call option agreement which was detailed in the Annual Financial Statements for the year ended October 2022. This resulted in the Company selling its remaining 51% holding in Dynamic Intertrade (Pty) Ltd ('DI') to K2, which now owns 100% of the issued shares in DI.

Another initiative that the Company embarked on was the acquisition of 33% of the issued share capital of Ace Jumbo Ventures Limited ('AJV') for US$20,000 in cash from Giga Treasure Limited which, was announced on 9 April 2024, but remained subject to regulatory approval. Given regulatory approval had not been granted by period end the investment in AJV has not been recognised in these interim accounts. AJV is the parent company of Giga (Hong Kong) Limited, a company incorporated in Hong Kong, which holds a licence to carry out the provision of advice on securities (Type 4 Licence) and a licence to carry out asset management related regulated activities (Type 9 Licence) under the Securities and Futures Ordinance in Hong Kong (the "Licences"). The Directors of the Company believe that holding an interest in the Licences will help facilitate future fundraisings to be undertaken by the Company from investors based in Hong Kong. Post the period end, the Company also purchased a Hong Kong incorporated company called Everest (Hong Kong) Securities Limited ('EHKS'), for HK$1 with the intention of facilitating capital raising. EHKS at the time of purchase was a dormant entity and had been since incorporation. At the time of signing these accounts EHKS remained dormant.

The Company, at the reporting date of these interim accounts, had only one wholly owned subsidiary, PL, which was consolidated for the 4-month period from 1 January 2024 to 30 April 2024. The results of DI, which was sold in January 2024, have been consolidated for the period 1 October 2023 to 31 December 2023.

Within the first six months, as a result of the transactions the Company has undertaken, the consolidated financial picture has changed. The revenues are down 65% compared to the six months ending 30 April 2023. Additionally, the cost of sales is also down to 64%, which means we have a greater gross profit margin of 27% in the first six months of this financial year compared to 30% in the comparative six month period.

There is a significant other income position. This is the result of the sale of DI and unwinding of its consolidated balance sheet that was undertaken as part of the disposal of DI in January 2024.

Interim report for the period ended 30 April 2024

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Everest Global Plc

As at 30 April 2024, the Group, had cash of approximately £228,000 down from approximately £858,000 as at 31 October 2023.

Finally, on 24 May 2024, the Company announced the appointment of Mr Feng Chen as a non-executive director of the Company effective as of 1 June 2024. Mr Chen holds an MSc from the University of Reading and is the Chief Executive Director of PL, the wine retailer in the Southeast of England, that the Company acquired in January 2024. Mr Feng Chen holds 12,500,000 Ordinary Shares in the Company representing approximately 16.2% of the issued share capital of the Company.

I would like to thank the Board and our advisers for assisting during the last period.

The focus for 2024 will be the growth in the food and beverage business via acquisition, investment and joint ventures. The Company will require additional capital to invest in these ventures.

.............................

Xin (Andy) Sui

Chief Executive Officer

Date: 23 July 2024

Interim report for the period ended 30 April 2024

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Everest Global Plc

Principal risks and uncertainties for the remaining 6 months of the financial year

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

1. Failure to identify or Although the Directors believe that the Group's risk management procedures are

anticipate future	adequate, the methods used to manage risk may not identify or anticipate current
risks	or future risks or the extent of future exposures, which could be significantly greater
	than historical measures indicate.

1. The Company may The Company intends to make further acquisitions in the food and beverage be unable to raise industry with a focus on the beverage distribution and production sector in the UK funds to complete and the rest of Europe. Although the Company has not formally identified any

	any	further	prospective targets, it cannot currently predict the amount of additional capital that
	acquisitions	for	may be required.
	growth
iii.	Ownership	and	The Company's next acquisition may be a Reverse Takeover. If an acquisition is
	Reverse Takeover	made, its business risk will be concentrated in a single target until the Company
	risks		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	The beverage industry is dependent on prompt delivery and quality transportation
	delivery		of beverage ingredients. Disruptions such as adverse weather conditions, natural
			disasters and labour strikes in places where supplies of beverage ingredients are
			sourced could lead to delayed or lost deliveries or deterioration of ingredients and
			may, amongst other things, result in an interruption to the business of the Group
			or a failure of the Group to be able to comply with relevant environmental
			legislation and provide quality food / beverage and services to customers, thereby
			damaging its reputation.
v.	Maintenance	of	In the beverage industry, it is essential that the quality of products is consistent.
	quality of products	Any inconsistency in the quality of products may result in customer dissatisfaction
	and services		and hence a decrease in their loyalty.

Interim report for the period ended 30 April 2024

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Everest Global Plc

vi.	Identifying		a	DI was disposed of in January 2024. As part of this disposal the Board has adopted
	suitable acquisition	a wider acquisition strategy to make acquisitions in the beverage industry with a
	target			focus on the beverage distribution and production sector in the UK and the rest of
				Europe. This has directly led the Company to invest in PL a wine retailer in the
				South of England. The Company will be dependent upon the ability of the
				Directors to identify suitable acquisition opportunities in the future and to
				implement the Company's strategy.
vii.	Demand	for	the The Company's success will depend heavily on the maintenance of the brands in
	Company's		which it invests and the ability of the Company to adapt the companies in which it
	products	may	be	invests, taking into consideration the changing needs and preferences of its
	adversely	affected	customers. Consumer preferences, perceptions and spending habits may shift
	by changes	in	due to a variety of factors that are difficult to predict and over which the Group has
	consumer			no control (including lifestyle, nutritional and health considerations). Any
	preferences		significant changes in consumer preferences or any failure to anticipate and react to
				such changes could result in reduced demand for the Group's products and
				weaken its competitive position.

1. Highly competitive Although the beverage distribution and production sector is a highly competitive

sector			one in which barriers to entry are often low, the alcohol industry, like any other, has
			its own set of barriers to entry that can make it challenging for new players, such as
			the Company, to establish themselves.
ix. Actions	of	third	The Group may be reliant on third parties to provide contracting services. There can
parties,	including	be no assurance that these relationships will be successfully formed or
contractors	and	maintained. A breach or disruption in these relationships could be detrimental to
partners			the future business, operating results and/or financial performance of the
			Company.

The Company continually identifies the risks that could affect its goals and operations. It assesses the likelihood and impact of each risk, and prioritises them accordingly.

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

Interim report for the period ended 30 April 2024

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Everest Global Plc

Responsibility statement

The Directors, being Xin (Andy) Sui (Chief Executive Officer), Robert Scott (Non-Executive Director), Simon Grant-Rennick(Non-Executive Director) and Feng Chen (Non-Executive Director), all of 48 Chancery Lane, London, WC2A 1JF, accept responsibility for the information contained in this set of interim results for the six month period ended 30 April 2024.

To the best of the knowledge of the Directors:

• The condensed set of financial statements are prepared in accordance with the applicable set of accounting standards (with IAS 34 'Interim Financial Reporting' as contained in UK-adopted IFRS), give a true and fair view of the assets, liabilities, financial position and profit or loss of Everest Global Plc and the undertakings included in the consolidation taken as a whole;
• the interim management report, titled 'Chief Executive Officer's report' includes an indication of important events that have occurred during the first six months of the financial year, and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
• the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein). There were no related party transactions in the period ended 30 April 2024 nor were there any changes in the related party transactions described in the annual report and accounts for the year ended 31 October 2023 that could have a material effect on the financial position or performance of the Group during the six month period ended 30 April 2024.

Everest Global Plc acknowledges that it is responsible for all information drawn up and made public in this set of interim results for the period ended 30 April 2024.

.............................

Xin (Andy) Sui

Chief Executive Officer

Date: 23 July 2024

Interim report for the period ended 30 April 2024

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Everest Global Plc

Interim condensed consolidated statement of comprehensive income

		6 months ended	Year ended	6 months ended
		30 April	31 October	30 April
		2024	2023	2023
		(unaudited)	(audited)	(unaudited)
	Notes	£	£	£
Revenue	3	495,735	2,791,695	1,434,073
Cost of sales		(361,077)	(2,104,060)	(1,002,206)
Gross profit		134,658	687,635	431,867
Other income		2,222,203	22,573	383,990
Administrative expenses		(82,011)	(1,432,110)	(339,223)
Impairments		-	-	-
Operating profit/(loss)		2,274,850	(721,902)	476,634
Finance costs		(65,146)	(189,681)	(117,548)
Finance income		19,270	24,545	20,377
Profit/(loss) before tax from		2,228,974	(887,038)	379,463
continuing operations
Tax on profit/(loss) on ordinary activities		-	-	-
Profit/(loss) for the year from		2,228,974	(887,038)	379,463
continuing operations
Other comprehensive income		-	-	-
Total comprehensive profit/(loss) for		2,228,974	(887,038)	379,463
the year from continuing operations
Gain/(loss) attributable to ordinary		1,943,737	(862,340)	137,570
shareholders
Gain/(loss) attributable to non-		285,237	(24,698)	241,893
controlling interests
Total comprehensive profit/(loss)		2,228,974	(887,038)	379,463
attributable to ordinary shareholders
Total comprehensive profit/(loss)
attributable to non-controlling		-	-	241,893
interests
Basic earning per share - in pence	5	2.89	(1.71)	1.15
Diluted earning per share - in pence	5	1.49	(1.71)	0.36

Interim report for the period ended 30 April 2024

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Everest Global Plc

Interim condensed consolidated statement of financial position

		6 months ended	Year ended	6 months ended
		30 April	31 October	30 April
		2024	2023	2023
		(unaudited)	(audited)	(unaudited)
	Notes	£	£	£
Assets
Non-current assets
Goodwill		1,063,323	-	-
Investment in associates	6	-	-	-
Property, plant & equipment	7	-	25,771	25,632
Right of use asset	9	50,338	156,129	204,809
Total non-current assets		1,113,661	181,900	230,441
Current assets
Investment in associate		-	-	6,154
Inventories		32,127	329,408	211,983
Trade & other receivables		41,676	573,386	489,713
Cash & cash equivalents		228,129	858,024	1,405,609
Total current assets		301,932	1,760,818	2,113,459
Total assets		1,415,593	1,942,718	2,343,900
Equity & liabilities
Share capital	8	1,547,778	1,297,778	1,297,778
Share premium	8	3,752,967	3,502,967	3,616,952
Share based payment reserve		464,734	464,734	350,749
Equity portion of convertible loan		37,713	37,713	42,539
notes
Retained earnings		(5,220,040)	(7,544,046)	(6,544,136)
Total owner's equity		583,152	(2,240,854)	(1,236,118)
Non-controlling interest		-	(2,330,081)	(2,063,490)
Total equity		583,152	(4,570,935)	(3,299,608)
Non-current liabilities
Non-current lease liabilities	9	38,865	78,722	120,167
Borrowings		19,564	4,713,566	4,322,281
Convertible loan notes		528,383	491,071	450,802
Total non-current liabilities		586,812	5,283,359	4,893,250
Current liabilities
Current lease liabilities	9	20,568	108,266	101,110
Trade & other payables		225,061	1,122,028	649,148
Total current liabilities		245,629	1,230,294	750,258
Total equity and liabilities		1,415,593	1,942,718	2,343,900

Interim report for the period ended 30 April 2024

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Everest Global Plc

Interim condensed consolidated statement of changes in equity

Balance at 31 October 2022

Shares issued

Shares issued on conversion of convertible loan notes

Warrants issued during the period Profit for the period

Balance at 30 April 2023

Extension date of conversion of the convertible loan notes Warrants issued during the year Loss for the year

Balance at 31 October 2023

Shares issued

Gain attributable to non-controlling interest on disposal of 51% of subsidiary

Disposal of DI Profit for the period

Balance at 30 April 2024

		Share	Equity
		based	portion of		Total	Non-
Share	Share	payment	convertible	Retained	owner's	controlling	Total
capital	Premium	reserve	loan notes	earnings	equity	interest	equity
£	£	£	£	£	£	£	£
923,258	3,040,115	302,176	42,539	(6,681,706)	(2,373,618)	(2,305,383)	(4,679,001)
254,520	445,410	-	-	-	699,930	-	699,930
120,000	180,000	-	-	-	300,000	-	300,000
-	(48,573)	48,573	-	-	-	-	-
-	-	-	-	137,570	137,570	241,893	379,463
1,297,778	3,616,952	350,749	42,539	(6,544,136)	(1,236,118)	(2,063,490)	(3,299,608)
-	-	-	(4,826)	-	(4,826)	-	(4,826)
-	(113,985)	113,985	-	-	-	-	-
-	-	-	-	(999,910)	(999,910)	(266,591)	(1,266,501)
1,297,778	3,502,967	464,734	37,713	(7,544,046)	(2,240,854)	(2,330,081)	(4,570,935)
250,000	250,000	-	-	-	500,000	-	500,000
-	-	-	-	(2,044,844)	(2,044,844)	2,044,844	-
-	-	-	-	2,425,113	2,425,113	-	2,425,113
-	-	-	-	1,943,737	1,943,737	285,237	2,228,974
1,547,778	3,752,967	464,734	37,713	(5,220,040)	583,152	-	583,152

Interim report for the period ended 30 April 2024

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Everest Global Plc

Interim condensed consolidated statement of cash flows

	6 months ended	Year ended	6 months ended
	30 April	31 October	30 April
	2024	2023	2023
	(unaudited)	(audited)	(unaudited)
Notes	£	£	£
Cashflows from operating activities
Operating profit/(loss)	2,274,850	(721,902)	476,634
Adjusted for:	21,900	93,699	45,369
Depreciation
Sale of subsidiary	(2,037,367)	-	-
Profit/loss on disposal of PPE	-	(10,130)	-
Foreign exchange loss	(304,901)	45,494	-
Finance costs	(20,393)	(95,771)	61,809
Interest received	15,928	17,586	20,377
Profit on disposal of investment	-	(9,231)	-
Profit on assignment of loans	(184,836)	-	-
Changes in working capital	66,193	(153,533)	(36,108)
Decrease/(increase) in inventories
Decrease/(increase) in receivables	21,374	(73,125)	(207,184)
(Decrease)/increase in payables	(546,609)	497,646	24,766
Net cashflow from operating activities	(693,861)	(409,267)	385,663
Investing activities	-	(41,461)	(28,287)
Acquisition of PPE
Foreign exchange movements	-	(21,397)	2,103
Profit on sale of associate	-	9,231	-
Sale of associate	-	6,154	-
Acquisition of subsidiary's cash	847	-	-
Loans receivable	-	(210,773)	-
Net cashflow from investing activities	847	(258,246)	(26,184)
Financing activities	-	699,930	699,930
Net proceeds from issue of shares
Convertible loan notes issued	-	-	-
Increase/(decrease) in borrowings	90,023	(18,926)	(527,815)
Foreign exchange movements	-	-	-
Capital repayments of lease liability	(26,904)	(89,704)	(51,799)
Net cashflow from financing activities	63,119	591,300	120,316
Net cashflow for the year	(629,895)	(76,213)	479,795
Opening cash and cash equivalents	858,024	925,814	925,814
Foreign exchange movements	-	8,423	-
Closing cash and cash equivalents	228,129	858,024	1,405,609

Interim report for the period ended 30 April 2024

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Everest Global Plc