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.