Good Life Plus PLC - Final Results and Notice of AGM
Announcement provided by
Good Life Plus Plc · GDLF25/07/2024 07:00
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For release: 07.00, 25 July 2024
Good Life Plus Plc
(the "Company" or "Good Life Plus")
Final Results for the year ended 31 January 2024
Notice of Annual General Meeting ('AGM')
Good Life Plus Plc (AQSE: GDLF), an innovator in the luxury prize draw and rewards sector, today announces the publication of the Company's Annual Report and Financial Statements for the year ended 31 January 2024.
Commenting on the results, David Craven, Chairman said:
"This has been an immensely exciting 16 months for the Group following its admission to AQSE via an RTO completed in December 2023 and we believe Good Life Plus Plc is now uniquely positioned to deliver innovation and growth in luxury prize draws.
"The momentum enjoyed in 2023 has carried into 2024, and the team is relentlessly driving activity into opportunities for growth with both existing and new channels. Our strategic partnerships with blue-chip brands and media partners, as well as our marketing campaigns, are expected to further enhance our profile and subscriber growth
"Our strategic focus on development opportunities whilst continuing to embrace our proven revenue generating model is a low-risk endeavour."
Financial and Operating Highlights
· Revenue Growth: The Group generated around
· Subscriber Growth: As of 31 January 2024, the membership base grew to over 21,486 active subscribing members. This figure has subsequently grown to in excess of 30,000.
· Fundraising and Investment: The Company raised gross proceeds of
· Operational Efficiency: Focused on operating efficiencies and customer service initiatives, the Group reduced churn and improved average revenues, reflecting enhanced customer satisfaction and value in premium subscription plans.
· Extensive Digital Reach: Retained around 500,000 email subscribers and over 400,000 social media followers, enhancing our digital marketing and customer engagement efforts.
· Customer Satisfaction: Received more than 4,011 highly regarded 4 and 5-star reviews on TrustPilot, reflecting strong customer satisfaction and trust.
· Talent Acquisition: Attracted industry-leading talent and advisors, including Victor Chandler of BetVictor, Mark Blandford of SportingBet, David Ivy of dotDigital, Ian McCaig of Fiit, and John Gordon of Incentive Games, providing valuable insights and strategic guidance.
Commenting on current trading and outlook, Charlie Chadd CEO added:
"Our successful fundraising efforts, have enhanced our financial position, enabling aggressive customer acquisition and expansion. Our focus on operational efficiencies has significantly reduced churn and improved average revenues, indicating the value of our premium subscription plans.
"Looking ahead, we anticipate seeing the results of our successful scaling and development efforts, with our multiservice customer proposition and proven routes to market setting us on a positive path. Surpassing the 30,000-subscriber mark is a testament to our effective market penetration and the strong appeal of our product. Our unique approach and dedication to transparency, highlighted by our AQSE listing, position us well as we transition from a disruptor to an industry leader in the luxury prize draw and rewards sector.
"We continue to expect an improvement in trading in the forthcoming period as we gain further traction from our model. We remain confident in our strategy, and adding key strategic appointments to further strengthen an already robust delivery team positions us well for growth."
This financial information has been extracted from the audited financial statements of the Company for the year ended 31 January 2024. The financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS). The Annual Report is available from the Investor Relations section of the Company's website at https://investors.goodlifeplus.co.uk/investors/
Notice of AGM
The Company announces that notice of its Annual General Meeting ('AGM') will shortly be posted to shareholders, and will be available at the Company website https://www.goodlifeplus.co.uk/. The AGM will be held on 20 August 2024 at 10am, at 1 Heddon Street,
-Ends-
For further information please visit Good Life Plus Plc or contact:
Good Life Plus Plc +44 (0)7500 929157
Charlie Chadd, Chief Executive
Novum Securities Limited
AQSE Corporate Advisor
David Coffman / Daniel Harris / George Duxberry +44 (0)20 7399 9400
Tennyson Securities (Broker)
Peter Krens / Alan Howard +44 (0) 20 7186 9030
Belvedere
Financial Media and Investor Communications
John West / Lily Pearce + 44 (0)20 7653 8702
CHAIRMAN's AND CEO's REPORT
Dear Shareholders
I am delighted to present my first statement as Chairman at an exciting time for the Group. I am particularly pleased with the dedication, commitment, and achievements of our executive and management team, who are working diligently to upscale the Group's customer base.
This has been a transformative 16 months for the Group. Importantly, the Company, previously known as Semper Fortis Esports Plc, was readmitted to AQSE on 18 December 2023, following its acquisition of GL Membership Limited (trading as Good Life Plus Plc) through a reverse takeover.
At readmission, Good Life Plus Plc raised gross proceeds of
Financial Results:
· Revenue:
· Gross Profit:
· Operating Loss:
· Net Loss:
Operational Highlights
The membership base experienced significant growth during the period, reaching over 21,486 active subscribing members as of 31 January 2024, generating approximately
Additionally, Good Life Plus Plc retained around 500,000 email subscribers and over 400,000 social media followers. The Group also received more than 4,011 highly regarded 4 and 5-star reviews on TrustPilot during the period.
We consolidated our core team to support scaling efforts, attracting industry-leading talent and investors to aid our transition from disruptor to industry leader in the luxury prize draw and rewards sector. Key figures such as Victor Chandler of BetVictor, Mark Blandford of SportingBet, David Ivy of dotDigital, Ian McCaig of Fiit, and John Gordon of Incentive Games are providing hugely valuable insights and advice to the team.
Board Changes
During the period, a new Board of Directors was appointed. On 18 December 2023 Charlie Chadd, Joseph Chadd, John Gordon and John Taylor were appointed on completion of the RTO (Reverse Takeover) and I was subsequently appointed as Chairman 28 February 2024.
Leaving the Board were Jassem Osseiran on 22 March 2023, Max Deeley on 18 December 2023 and Keith Harris on 28 February 2024. We thank them for their contribution.
Summary
We believe Good Life Plus Plc is uniquely positioned to deliver innovation and growth in luxury prize draws. Our multiservice customer proposition, combined with proven routes to market, has put us firmly on track to deliver strong results in the coming period.
We are delighted to have surpassed the 30,000 active subscriber milestone, and our recent customer growth rate has continued into the start of the new financial year. This growth demonstrates the significant value our customers place on our offering, and it is also pleasing to note the increasing number of acquisition channels we are working with.
The momentum enjoyed in 2023 has carried into 2024, and we see many opportunities for growth with both existing and new channels. Our strategic partnerships with blue-chip brands and media partners, as well as our marketing campaigns around major events like the UEFA Euro 2024, are expected to further enhance our visibility and subscriber growth.
In conclusion, I would like to express my gratitude to our shareholders for their support and confidence in our vision. I would also like to extend my appreciation to all our dedicated employees, whose hard work and commitment have been instrumental in our achievements. We look forward to another year of growth and value creation for our shareholders and stakeholders.
David Craven
Chairman
CEO's Statement
Business Overview
Good Life Plus Plc is a UK-based subscription service that offers members the chance to win luxury prizes through daily draws, combined with exclusive discounts on popular goods and services. Our prizes range from luxury cars, high-end electronics, and dream holidays to exclusive experiences, ensuring there is something for everyone.
Why Good Life Plus Plc?
The UK online gaming and lottery sector represents a lucrative opportunity, currently valued at over
Our Competitive Edge
Good Life Plus Plc stands out with its innovative approach to prize draws, offering a higher probability of winning and a diverse range of prizes. Our "freemium" model allows free entry, which transitions into paid subscriptions, ensuring a broad reach and engagement. Subscribers also enjoy discounts at national restaurants and entertainment venues, making our service a valuable lifestyle enhancement.
Market Potential
The UK gaming market is growing, with active online gambling accounts increasing from 15.2 million in 2011/12 to 31.9 million in 2021/22. Revenue in the online lottery market alone is projected to reach
Operating Review
The Group continues to make significant strides in expanding its market presence by establishing new channels and forming strategic partnerships with household blue-chip brands and media partners. The recent introduction of deals with well-known names such as HelloFresh, Beer52, Radisson Hotels, and Vue Cinemas has strengthened the Group's brand association and enhanced our Search Engine Optimisation efforts. This growth has been driven by rising demand, efficient marketing, and recent capital injections from leading investors such as Mark Blandford, the founder of Sportingbet Plc
Corporate and Social Responsibility (CSR)
At Good Life Plus Plc, we are committed to making a positive impact on society and the environment. Our Corporate and Social Responsibility (CSR) initiatives reflect our dedication to ethical practices, community engagement, and sustainable development. We believe that responsible business practices are essential to our success and the well-being of our stakeholders.
Supporting Talented Young Athletes
Good Life Plus Plc is proud to support the next generation of British athletes. We have partnered with promising talents such as racing driver Abbi Pulling and boxer Dan Azeez. Abbi Pulling is a rising star in motorsport with ambitions to reach Formula 1, while Dan Azeez has captured all British Boxing Board of Control domestic titles in the light-heavyweight division. Our support helps these athletes pursue their dreams and showcases our commitment to fostering talent and promoting positive community impact.
Community Engagement and Charity Support
We believe in giving back to the communities in which we operate. Good Life Plus Plc actively supports various charitable initiatives and community programs. Our recent efforts include backing local youth sports programs and contributing to educational initiatives that empower underprivileged children. By investing in our communities, we aim to create lasting positive change and inspire others to do the same.
Environmental Responsibility
Good Life Plus Plc is dedicated to reducing our environmental footprint. We are implementing sustainable practices across our operations, from reducing paper usage to promoting energy efficiency. Our digital-first approach to prize draws and customer engagement minimises waste and supports a greener future. We are continually exploring new ways to enhance our sustainability efforts and contribute to a healthier planet.
Ethical Business Practices
Integrity and transparency are at the core of our business operations. Good Life Plus Plc adheres to the highest ethical standards, ensuring that our practices are fair, transparent, and accountable. We are committed to compliance with all relevant regulations and strive to maintain the trust of our customers, partners, and investors through responsible governance and business conduct.
Employee Well-Being and Development
Our employees are our greatest asset. We are committed to providing a safe, inclusive, and supportive work environment that fosters personal and professional growth. Good Life Plus Plc offers ongoing training and development opportunities to help our employees thrive and achieve their full potential. We promote a culture of respect, diversity, and collaboration, recognising that our success is built on the strength of our team.
Future Commitments
Looking ahead, Good Life Plus Plc will continue to expand and enhance our CSR initiatives. We are dedicated to making a meaningful difference and will seek new opportunities to support our communities, protect the environment, and uphold our ethical standards. Our commitment to CSR is an integral part of our mission to create value for our stakeholders and contribute positively to society.
Financial Review
The financial period ended 31 January 2024 has been transformative for Good Life Plus Plc. Below are some of the key financial highlights for the period:
· Revenue Growth: The Group generated around
· Subscriber Growth: As of 31 January 2024, the membership base grew to over 21,486 active subscribing members.
· Fundraising and Investment: The Company raised gross proceeds of
· Operational Efficiency: Focused on operating efficiencies and customer service initiatives, the Group reduced churn and improved average revenues, reflecting enhanced customer satisfaction and value in premium subscription plans.
The proceeds from the fundraising have been deployed to drive customer acquisition and expansion, with the immediate aim of significantly growing the number of active members within 12 months. The strategic enhancements in our operations and the support from our investors position us well to transition from a disruptor to an industry leader in the luxury prize draw and rewards sector.
Current Trading
We are excited about the future and are committed to delivering strong results and value for our shareholders.
Surpassing the 30,000 subscriber mark is a significant milestone for the Group. We are successfully scaling the business and achieving good market penetration with effective marketing, improved operations, and, most importantly, a great product that appeals to a wide range of consumers.
Our listing on AQSE demonstrates our commitment to transparency, auditing, and corporate governance, instilling confidence among investors, consumers, and partners. We look forward with confidence as we continue to transition from a disruptor to an industry leader. Our innovative approach aims to revolutionise the prize draw and rewards landscape and deliver an appealing and affordable product to our growing subscriber base.
This year, we have focused on operating efficiencies and customer services initiatives, reducing churn and improving average revenues, reflecting enhanced customer satisfaction and value in premium subscription plans. We have also introduced a wide range of new deals to the platform, strengthening brand association and bolstering search engine optimisation efforts.
Outlook
We believe Good Life Plus Plc is uniquely positioned to deliver innovation and growth in luxury prize draws. Our multiservice customer proposition, together with proven routes to market, has put us firmly on track to deliver a set of strong results in the coming period. Our recent customer growth rate has continued apace into the start of the new financial year.
This growth demonstrates the significant value our customers place on our offering, and it is also pleasing to note the increasing number of customer acquisition channels we are working with. The momentum enjoyed in 2023 has continued into 2024, and we see many opportunities for growth with both existing and new channels.
To conclude, I would also like to extend my thanks to our Board for its guidance and to our shareholders for their support. I also acknowledge the efforts of our employees, whose contributions are critical to our success. We are committed to delivering on our objectives and driving value for our shareholders and stakeholders.
Charlie Chadd
Chief Executive Officer
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 JANUARY 2024
|
|
|
|
|
|
|
|
For the 16 months period ended 31 January 2024 |
Unaudited For the period ended 30 September 2022 |
Continued operations |
Note |
|
£ |
£ |
|
|
|
|
|
Revenue |
7 |
|
2,387,344 |
752,522 |
Cost of sales |
8 |
|
(650,279) |
(671,016) |
Gross profit |
|
|
1,737,065 |
81,506 |
|
|
|
|
|
Administrative expenses |
9 |
|
(4,866,145) |
(988,526) |
Intangible asset write off |
|
|
- |
(439,549) |
Other income |
|
|
- |
30,000 |
Operating (loss) |
|
|
(3,129,080) |
(1,316,569) |
|
|
|
|
|
Share based payment recognised on reverse acquisition |
32 |
|
(848,911) |
- |
Finance income/(expense) |
10 |
|
(2,147) |
(155) |
(Loss) before tax |
|
|
(3,980,138) |
(1,316,724) |
|
|
|
|
|
Tax credit/(expense) |
|
|
- |
- |
(Loss) for the period |
|
|
(3,980,138) |
(1,316,724) |
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
Items that will or may be reclassified to profit or loss |
|
|
- |
- |
Total comprehensive loss for the period attributable to the equity owners |
|
|
(3,980,138) |
(1,316,724) |
Basic and diluted earnings per share (£) |
27 |
|
(0.01) |
(0.32) |
Weighted average number of ordinary shares parent |
|
|
|
|
Basic and diluted |
27 |
|
499,339,721 |
4,052,275 |
|
|
|
|
|
The income statement has been prepared on the basis that all operations are continuing operations
The accompanying notes form an integral part of these financial statements
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2024
|
|
Group |
|
Company |
||
|
Note |
31 January 2024 £ |
Unaudited 30 September 2022 £ |
|
31 January 2024 £ |
31 January 2023 £ |
Non-Current Assets |
|
|
|
|
|
|
Property, plant and equipment |
14 |
22,794 |
- |
|
- |
- |
Right of use asset |
15 |
10,168 |
- |
|
- |
- |
Intellectual property |
16 |
840,000 |
- |
|
840,000 |
- |
Investment in subsidiary |
31 |
- |
- |
|
10,000,000 |
- |
|
|
872,962 |
- |
|
10,840,000 |
- |
Current Assets |
|
|
|
|
|
|
Trade and other receivables |
18 |
6,765 |
31,408 |
|
1,351,348 |
47,516 |
VAT receivable |
18 |
108,718 |
- |
|
108,718 |
- |
Inventory
|
17 |
183,007 |
89,662 |
|
- |
- |
Cash and cash equivalents |
19 |
608,098 |
188,056 |
|
165,803 |
527,879 |
|
|
906,588 |
309,126 |
|
1,625,869 |
575,395 |
Total Assets |
|
1,779,550 |
309,126 |
|
12,465,869 |
575,395 |
|
|
|
|
|
|
|
Non-Current lliabliabLiabilities |
|
|
|
|
|
|
Lease liabilities |
22 |
6,807 |
- |
|
- |
- |
Intellectual property payable |
20 |
532,593 |
- |
|
532,593 |
- |
Accrued interest |
20 |
29,537 |
- |
|
29,537 |
- |
|
|
568,937 |
- |
|
562,130 |
- |
Current Liabilities |
|
|
|
|
|
|
Trade and other payables |
20 |
1,353,061 |
126,253 |
|
809,918 |
63,066 |
VAT liability |
20 |
390,449 |
59,242 |
|
- |
- |
Provision |
21 |
58,567 |
- |
|
- |
- |
Lease liabilities |
22 |
3,472 |
- |
|
- |
- |
|
|
1,805,549 |
185,495 |
|
809,918 |
63,066 |
Total Liabilities |
|
2,374,486 |
185,495 |
|
1,372,048 |
63,066 |
|
|
|
|
|
|
|
Net Assets |
|
(594,936) |
123,631 |
|
11,093,821 |
512,329 |
Equity attributable to owners of the Parent |
|
|
|
|
|
|
Share capital |
24 |
629,050 |
500 |
|
629,050 |
76,550 |
Share premium |
24 |
13,543,670 |
1,439,855 |
|
13,543,670 |
2,487,410 |
Treasury shares |
25 |
(56,747) |
- |
|
(56,747) |
(56,747) |
Share based payments reserve |
26 |
153,142 |
- |
|
153,142 |
157,598 |
Reverse acquisition reserve |
32 |
(9,567,189) |
- |
|
- |
- |
Retained losses |
|
(5,296,862) |
(1,316,724) |
|
(3,175,294) |
(2,152,482) |
Equity attributable to shareholders of the parent parent company |
|
(594,936) |
123,631 |
|
11,093,821 |
512,329 |
The accompanying notes form an integral part of these financial statements
As permitted by s408 of the Companies Act 2006, the Company has not presented its own income statement and related notes. The Company's loss for the year was
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JANUARY 2024
|
Share capital |
Share premium |
Treasury shares reserve |
Reverse acquisition reserve |
Retained earnings |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
Unaudited Balance as at 17 September 2021 |
100 |
- |
- |
- |
- |
100 |
(Loss) for the period |
- |
- |
- |
- |
(1,316,724) |
(1,316,724) |
Total comprehensive loss for the period |
- |
- |
- |
- |
(1,316,724) |
(1,316,724) |
Issue of ordinary shares - net of fees |
400 |
1,439,855 |
- |
- |
- |
1,440,255 |
Total transactions with owners |
400 |
1,439,855 |
- |
- |
- |
1,440,255 |
Unaudited Balance as at 30 September 2022 |
500 |
1,439,855 |
- |
- |
(1,316,724) |
123,631 |
|
Share capital |
Share premium |
Treasury shares reserve |
Share option reserve |
Reserve acquisition reserve |
Retained earnings |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
Unaudited Balance as at 1 October 2022 |
500 |
1,439,855 |
- |
- |
- |
(1,316,724) |
123,631 |
(Loss) for the period |
- |
- |
- |
- |
- |
(3,980,138) |
(3,980,138) |
Total comprehensive (Loss) for the period |
- |
- |
- |
- |
- |
(3,980,138) |
(3,980,138) |
Transfer to reverse acquisition reserve |
(500) |
(1,439,855) |
- |
- |
- |
- |
(1,440,355) |
Recognition of Semper Fortis Esports plc equity at acquisition date |
41,550 |
2,487,410 |
(56,747) |
153,142 |
(9,567,189) |
- |
(6,941,834) |
Shares issued (net of cost) |
587,500 |
11,056,260 |
- |
- |
- |
- |
11,643,760 |
Total transactions with owners, recognised directly in equity |
628,550 |
12,103,815 |
(56,747) |
153,142 |
(9,567,189) |
- |
3,261,571 |
Balance as at 31 January 2024 |
629,050 |
13,543,670 |
(56,747) |
153,142 |
(9,567,189) |
(5,296,862) |
(594,936) |
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024
|
Share capital |
Share premium |
Treasury shares reserve |
Redeemable shares |
Share Option Reserve |
Retained earnings |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
Balance as at 1 February 2022 |
41,550 |
2,487,410 |
- |
35,000 |
155,077 |
(1,574,173) |
1,144,864 |
(Loss) for the period |
- |
- |
- |
- |
- |
(578,309) |
(578,309) |
Total comprehensive loss for the period |
- |
- |
- |
- |
- |
(578,309) |
(578,309) |
Shares purchased and help by Employee benefit trust |
- |
- |
(56,747) |
- |
- |
- |
(56,747) |
Share based payment |
- |
- |
- |
- |
2,521 |
- |
2,521 |
Total transactions with owners, recognised directly in equity |
- |
- |
(56,747) |
- |
2,521 |
- |
(54,226) |
Balance as at 31 January 2023 |
41,550 |
2,487,410 |
(56,747) |
35,000 |
157,598 |
(2,152,482) |
512,329 |
|
Share capital |
Share premium |
Treasury shares reserve |
Redeemable shares |
Share Option Reserve |
Retained earnings |
Total |
|
£ |
£ |
£ |
|
|
£ |
£ |
Balance as at 1 February 2023 |
41,550 |
2,487,410 |
(56,747) |
35,000 |
157,598 |
(2,152,482) |
512,329 |
(Loss) for the year |
- |
- |
- |
- |
- |
(1,027,268) |
(1,027,268) |
Total comprehensive (Loss) for the period |
- |
- |
- |
- |
- |
(1,027,268) |
(1,027,268) |
Share based payment - lapsed shares |
- |
- |
- |
- |
(4,456) |
4,456 |
- |
Redeemable shares -written back |
- |
- |
- |
(35,000) |
- |
- |
(35,000) |
Shares issue (net of costs) |
587,500 |
11,056,260 |
- |
- |
- |
- |
11,643,760 |
Total transactions with owners, recognised directly in equity |
587,500 |
11,056,260 |
- |
(35,000) |
(4,456) |
4,456 |
11,608,760 |
Balance as at 31 January 2024 |
629,050 |
13,543,670 |
(56,747) |
- |
153,142 |
(3,175,294) |
11,093,821 |
CONSOLIDATED STATEMENT OF CASHFLOW
FOR THE PERIOD ENDED 31 JANUARY 2024
|
|
|
|
|
|
|
|
For the 16 months period ended 31 January 2024 |
Unaudited For the period ended 30 September 2022
|
|
Note |
|
£ |
£ |
Cash flows from operating activities |
|
|
|
|
Net (loss) for the period |
|
|
(3,980,138) |
(1,316,724) |
Adjustments for: |
|
|
|
|
Depreciation |
14 |
|
2,450 |
- |
Amortisation of right of use asset |
15 |
|
1,877 |
- |
Interest paid |
|
|
252 |
- |
Share based payment recognised on reverse acquisition |
32 |
|
848,911 |
- |
Share based payments |
|
|
- |
(25,000) |
Non- cash expenditure settled through issue of shares |
24 |
|
150,000 |
110,355 |
Increase in inventories |
|
|
(93,345) |
(89,662) |
Decrease/ (increase) in trade and other receivables |
|
|
464,458 |
(27,248) |
Increase in trade and other payables and provision |
|
|
1,378,712 |
185,495 |
Net cash outflows from operating activities |
|
|
(1,226,823) |
(1,162,784) |
|
|
|
|
|
Investing activities |
|
|
|
|
Purchase of property, plant & equipment |
14 |
|
(25,244) |
- |
Purchase of Intellectual property |
|
|
(40,000) |
- |
Cash acquired upon on reverse acquisition |
32 |
|
76,478 |
- |
Net cash inflows from investing activities |
|
|
11,234 |
- |
|
|
|
|
|
Financing activities |
|
|
|
|
Proceeds from share issue(net of cost) |
24 |
|
1,393,760 |
1,355,000 |
Proceeds from convertible loan note |
|
|
244,000 |
- |
Repayment of lease liabilities |
|
|
(2,129) |
- |
Payment of amount due to related parties |
30 |
|
- |
(4,160) |
|
|
|
|
|
Net cash inflows from financing activities |
|
|
1,635,631 |
1,350,840 |
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
420,042 |
188,056 |
Cash and cash equivalents at beginning of period |
|
|
188,056 |
- |
Cash and cash equivalents and end of period |
19 |
|
608,098 |
188,056 |
Major non cash transactions
1) During the period, Good Life Plus PLC acquired 100% of the share capital of GL Membership LTD. 500,000,000 consideration shares were issued with a
2) During the period, 7,500,000 ordinary shares at
3) During the period, convertible loan notes (CLN) of
COMPANY STATEMENT OF CASHFLOW
FOR THE YEAR ENDED 31 JANUARY 2024
|
|
|
|
|
|
|
|
For the year ended 31 January 2024 |
For the year ended 31 January 2023
|
|
Note |
|
£ |
£ |
Cash flows from operating activities |
|
|
|
|
Net (loss) for the year |
|
|
(1,027,268) |
(578,309) |
Adjustments for: |
|
|
|
|
Share based payments |
26 |
|
- |
2,521 |
Non- cash expenditure settled through issue of shares |
24 |
|
150,000 |
- |
Fair value loss on other assets |
|
|
- |
32,649 |
Redeemable shares written back |
|
|
(35,000) |
- |
(Increase)/decrease in trade and other receivables |
|
|
(64,070) |
61,536 |
Increase/(decrease) in trade and other payables |
|
|
508,980 |
(226,676) |
Net cash outflows from operating activities |
|
|
(467,358) |
(708,279) |
|
|
|
|
|
Investing activities |
|
|
|
|
Purchase of other assets |
|
|
- |
(34,081) |
Purchase of treasury shares |
|
|
- |
(56,747) |
Purchase of IP |
|
|
(40,000) |
- |
Investment in Convertible loan note |
|
|
(250,000) |
- |
Loan to subsidiary |
|
|
(1,099,910) |
- |
Net cash outflows from investing activities |
|
|
(1,389,910) |
(90,828) |
|
|
|
|
|
Financing activities |
|
|
|
|
Proceeds from share issue |
24 |
|
1,493,760 |
- |
Net cash inflows from financing activities |
|
|
1,493,760 |
- |
|
|
|
|
|
Net (decrease) in cash and cash equivalents |
|
|
(363,508) |
(799,107) |
Cash and cash equivalents at beginning of year |
|
|
529,311 |
1,328,418 |
Cash and cash equivalents and end of year |
|
|
165,803 |
529,311 |
Major non cash transactions
1) During the year, Good Life Plus PLC acquired 100% of the share capital of GL Membership LTD. 500,000,000 consideration shares were issued with a
2) During the year, 7,500,000 ordinary shares at
3) During the year, convertible loan notes (CLN) of
NOTES TO THE FINANCIAL STATEMENTS
|
|
|
|
1. General information
The principal activity of Good Life Plus Plc (the 'Company') (formerly known as Semper Fortis Esports Plc) and its subsidiary- GL Membership Ltd (together the "Group') is a monthly membership and daily prize draw. The Company and its subsidiary are incorporated and registered in the United Kingdom.
The Company's registered office is 6 Heddon Street, London, W1B 4BT. The Company's ordinary shares are traded on the AQSE Exchange Growth Market as operated by Aquis Stock Exchange Ltd ("AQSE").
Information on the Group's structure is provided in Note 31. Information on other related party relationships of the Group is provided in Note 30.
The Group came into effect when the Company acquired the subsidiary via RTO on 18 December 2023. The Group's current period figures are audited and comprises of
a) the subsidiary figure for the 16 month period ending on 31 January 2024 and
b) Company figure since date of RTO.
The Group comparatives are for GL Membership Ltd for the period from 17 September 2021 (date of incorporation of GL Membership Ltd) to 30 September 2022 and are unaudited.
2. Accounting policies
The principal accounting policies applied in the preparation of these Financial Statements are set out below (Accounting Policies or Policies). These Policies have been consistently applied to all the periods presented, unless otherwise stated.
2.1. Basis of preparing the Financial Statements
The Group and Company Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards. The Group and Company Financial Statements have also been prepared under the historical cost convention, except as modified for assets and liabilities recognised at fair value under business combinations.
The Financial Statements are presented in Pounds Sterling rounded to the nearest pound.
The preparation of Financial Statements in conformity with UK-adopted international accounting standards 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 judgement or complexity, or areas where assumptions and estimates are significant to the Financial Information are disclosed in Note 4.
a) Changes in Accounting Policies
i) New and amended standards adopted by the Group
The following new standards have come into effect this year however they have no impact on the Group:
Standard |
Description |
Period commencing |
IAS 1 (Amendments) |
Non-current Liabilities with Covenants; and Classification of Liabilities as Current or Non-current |
1 January 2024
|
IFRS 16 (Amendments) |
Lease Liability in a Sale and Leaseback |
1 January 2024 |
IAS 7 and IFRS 7 (Amendments) |
Supplier Finance Arrangements |
1 January 2024 |
IFRS S1 and IFRS S2 |
General Requirements for Disclosure of Sustainability-related Financial Information and Climate-related Disclosures |
1 January 2024 |
ii) New UK-adopted International Standards and Interpretations not yet adopted
The following amendment is effective for the period beginning 1 January 2025:
Standard |
Description |
Period commencing |
IAS 21 (Amendments) |
Lack of Exchangeability |
1 January 2025 |
The Group is evaluating the impact of the new and amended standards above which are not expected to have a material impact on the Group's results or shareholders' funds.
2.2. Basis of consolidation
The Consolidated Financial Statements consolidate the Financial Statements of the Company and the subsidiary all of its subsidiary for all periods presented.
Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IFRS 3 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.
Investments in subsidiaries are accounted for at cost less impairment.
Where considered appropriate, adjustments are made to the financial information of subsidiaries to bring the accounting policies used into line with those used by other members of the Group. All intercompany transactions and balances between Group enterprises are eliminated on consolidation.
2.3. Going concern
The financial statements have been prepared on a going concern basis which assumes that the group will continue in operational existence for the foreseeable future.
The group has been generating revenues and this is forecasted to continue although, for the time being revenues have not proved sufficient to support all of its overheads. However revenues have increased in quantum during the period and, furthermore, the group has continued to open up new sources of revenue, particularly through new business partnerships. The group is currently financed through investment by its shareholders and during the period the Group raised
The group made a loss before tax of
Following this assessment, the directors have reasonable expectation that the group can secure adequate liquidity to continue for the foreseeable future through:-
• further funding and /or agreeing payment plan with HMRC towards its VAT liability and
• support from capital creditors to meet working capital needs as they fall due.
Management is confident that they can :-
• secure support from capital creditors as the amount due is to an entity owned by the directors/shareholders,
• secure further funding based on recent successful fund raise and agree a payment plan with HMRC based on prior experience.
The Directors therefore have made an informed judgement at the time of approving the financial statements that there is a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.
Whilst the directors are confident, there is no guarantee that such funding and payment plan would be secured within the required timelines and therefore indicates that a material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern. The auditors have included material uncertainty in relation to going concern in the audit opinion.
2.4. Foreign currencies
a) Functional and presentation currency
Items included in the Financial Statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The Financial Statements are presented in Pounds Sterling, rounded to the nearest pound, which is the parent company's and the subsidiary's functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.
b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income Statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Income Statement within 'Other net gains/(losses)'.
Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets measured at fair value, such as equities classified as available for sale, are included in other comprehensive income.
2.5. Investments in subsidiary
Investments in Group undertaking is stated at cost, which is the fair value of the consideration paid, less any impairment provision. The financial statements of the subsidiary are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.
2.6. Property, plant and equipment
Property, plant and equipment is stated at cost, less accumulated depreciation and any accumulated impairment losses. 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. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the Income Statement during the financial period in which they are incurred.
Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight line basis at the following annual rates:
Computer equipment |
25% |
Furniture & Fittings |
20% |
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Other net gains/(losses)' in the Income Statement.
2.7. Leases
The Group leases certain property, plant and equipment.
The lease liability is initially measured at the present value of the lease payments that are not paid. Lease payments generally include fixed payments less any lease incentives receivable. The lease liability is discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. The Group estimates the incremental borrowing rate based on the lease term, collateral assumptions, and the economic environment in which the lease is denominated. The lease liability is subsequently measured at amortized cost using the effective interest method. The lease liability is remeasured when the expected lease payments change as a result of new assessments of contractual options and residual value guarantees.
The right-of-use asset is recognised at the present value of the liability at the commencement date of the lease less any incentives received from the lessor. Added to the right-of-use asset are initial direct costs, payments made before the commencement date, and estimated restoration costs. The right-of-use asset is subsequently depreciated on a straight-line basis from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in lease liabilities, split between current and non-current depending on when the liabilities are due. The interest element of the finance cost is charged to the Statement of Profit and Loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Assets obtained under finance leases are depreciated over their useful lives. The lease liabilities are shown in Note 21.
Exemptions are applied for short life leases and low value assets, with payment made under operating leases charged to the Consolidated Statement of Comprehensive Income on a straight-line basis of the period of the lease.
2.8. Inventory
Inventories of finished goods are valued at cost. Inventory consists of the cars and a Rolex watch bought for prize draws. Net realisable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Cost is determined using the weighted average cost basis. The cars are valued at cost as they historically been sold to Prestige Cars Kent for materially the same value as the original cost price. The Company reviews inventory for obsolete and slow-moving goods and any such inventory is written-down to net realisable value.
2.9. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and are subject to an insignificant risk of changes in value.
2.10. Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
2.11. Reserves
Share Premium - the reserve for shares issued above the nominal value. This also includes the cost of share issues that occurred during the year.
Retained Earnings - the retained earnings reserve includes all current and prior periods retained profit and losses.
Share option reserve - the reserve for share options which have been granted by the Company.
Reserve acquisition reserve - represents a non-distributable reserve arising on the acquisition of GL Membership Limited.
Treasury shares reserve - the reserve for shares in Good Life Plus PLC held in an employee benefit trust.
2.12. Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method.
2.13. Taxation
No current tax is yet payable in view of the losses to date.
Deferred tax is recognised for using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the Group Financial Statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets (including those arising from investments in subsidiaries), are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be used.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply to the period when the deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets and liabilities are not discounted.
2.14. Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods or services supplied in course of ordinary business, stated net of discounts, returns and value added taxes. The Group recognises revenue in accordance with IFRS 15 over time, depending on the nature of the goods or services and existence of acceptance clauses.
The Company recognises revenue derived from the sale of memberships. Customers are able to purchase memberships in exchange for being entered into a monthly prize draw which provide the customer with the possibility of winning a cash or noncash prize and access to various discounts.
Revenue is recognised in line with the performance obligations in the contract with the customer which is the daily prize draw and therefore the revenue is recognised over the period of the membership. The payment for membership is made in advance of the performance obligation.
The transaction price is measured at the fair value of the consideration received or receivable and represents amounts receivable for membership services, stated net of discounts, returns and value added taxes. The Company recognises revenue as it meets its performance obligations, in accordance with IFRS 15, over the period covered by the membership fee. During the period, all memberships were paid monthly with revenue recognised in the month paid.
Revenue from the provision of services is recognised as the services are rendered, in accordance with customer contractual terms. All subscribers are entitled to a 7 day free trial period and so revenue is not recognised until after the free trial period is complete. Subscribers are also entitled to a 14 day full money back period on the unlimited memberships. A provision for this is recognised based on an estimation of historic full money back claims.
Revenue is stated gross of fees from third party payment providers which are recognised in cost of sales.
2.15. Finance income and cost
Interest income and costs is recognised using the effective interest method.
2.16. Financial instruments
The Group classifies its financial assets in the following categories: at fair value through profit or loss (FVTPL) or at amortised cost. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. Financial assets are initially recognised at fair value and subsequently measured at FVTPL or amortised cost.
The Group measures financial assets at amortised cost if both of the following conditions are met:
• the asset is held within a business model whose objective is to collect contractual cash flows; and
• the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital and interest payments on the balance of the initial capital.
Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate Method (EIR) and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
Financial assets include cash and cash equivalents, trade and other receivables excluding VAT receivable and prepayments. These financial assets have been classified as measured at amortised cost.
At each reporting date, the group assess whether financial assets carried at amortised cost are credit impaired. A financial assets 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.
Financial liabilities
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
Financial liabilities include trade and other payables excluding deferred revenue and taxes. These financial liabilities have been classified as measured at amortised cost
2.17. Intangible assets (Intellectual property (IP))
IP assets acquired by the Group as a result of the Reverse takeover, are initially recognised at fair value or as a purchase at cost and are capitalised.
The Group's view is that the capitalised IP assets have useful life of 20 years which best represents the period over which the group expects to derive economic benefit and are amortised over that period. The IP asset will be assessed annually for any changes in the useful life and the impairment charge will be adjusted accordingly. Any impairment is recognised immediately in the income statement in administrative expenses.
3. Financial risk management
3.1. Financial risk factors
The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.
Risk management is carried out by the management team under policies approved by the Board of Directors.
a) Market Risk
The Group is exposed to market risk, primarily relating to interest rate and foreign exchange. The Group has not sensitised the figures for fluctuations in interest rates and foreign exchange as the Directors are of the opinion that these fluctuations would not have a significant impact on the Financial Statements at the present time. The Directors will continue to assess the effect of movements in market risks on the Group's financial operations and initiate suitable risk management measures where necessary.
b) 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. Credit risk arises from cash and cash equivalents. The credit risk on sales is limited due to customers being required to pay upfront for the sales they receive from the Group.
No credit limits were exceeded during the period, and management does not expect any losses from non-performance by these counterparties.
Further disclosures regarding trade and other receivables, which are neither past due nor impaired, are provided in note 28.
c) Liquidity Risk
Liquidity risk arises from the Group's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed.
The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities:
|
Group |
Company |
||
|
As at 31 January 2024 |
Unaudited As at 30 September 2022 |
As at 31 January 2024 |
As at 31 January 2023 |
Less than one year - trade and other payables |
1,202,032 |
126,253 |
809,918 |
63,066 |
Less than one year - VAT liability |
390,449 |
- |
- |
- |
Less than one year - VAT provision |
58,567 |
59,242 |
- |
- |
Less than one year - lease liabilities |
3,472 |
- |
- |
- |
More than one year - lease liabilities |
6,807 |
- |
- |
- |
More than one year - Intellectual property payable |
532,593 |
- |
532,593 |
- |
More than one year - accrued interest |
29,537 |
- |
29,537 |
- |
3.2. Capital risk management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, in order to enable the Group to continue its investment activities, and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the issue of shares or sell assets to reduce debts.
The Group defines capital based on the total equity of the Company. The Group monitors its level of cash resources available against future planned operational activities and the Company may issue new shares in order to raise further funds from time to time.
4. Critical accounting estimates
The preparation of the Financial Statements in conformity with IFRSs requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements.
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. Actual results may vary from the estimates used to produce these Financial Statements and the key estimates and judgements are described below:
Impairment of non-financial assets
Assets that have a finite useful life are subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use.
The intellectual property has a useful life of 20 years and will be amortised over this period.
Investment in and receivable from subsidiary
The Company considers the recoverability of the investment in and receivable from subsidiary to be a key area of judgment, and this is held at its carrying amount which is expected to be recovered from the subsidiary. The directors believe that the investment in / receivable from subsidiary at year end is recoverable based on the directors' expectation around the potential that the subsidiary have to generate sufficient economic benefits in the foreseeable future.
The investment and loan are considered recoverable by management
5. Dividends
No dividend has been declared or paid by the Group during the period ended 31 January 2024 (30 September 2022: £Nil).
6. Operating Segments
Management consider that the Group has one operating segment as it only operates in the UK and derives revenue from only one source. All revenue is derived from membership subscriptions in the UK.
7. Revenue from contracts with customers
|
Group |
|
|
For the period ended 31 January 2024 £ |
Unaudited For the period ended 30 September 2022 £ |
Membership sales in UK |
2,387,344 |
752,522 |
|
2,387,344 |
752,522 |
Revenue recognised over the period of membership.
8. Cost of Sales
|
Group |
|
|
For the period ended 31 January 2024 £ |
Unaudited For the period ended 30 September 2022 £ |
Prizes awarded to members |
650,279 |
671,016 |
|
650,279 |
671,016 |
9. Administrative Expenses
|
|
Group |
|
|
|
For the period ended 31 January 2024 |
Unaudited For the period end 30 September 2022 |
|
|
£ |
£ |
Directors' salaries |
|
80,083 |
53,797 |
Directors' social security costs |
|
6,084 |
- |
Referral fees |
|
- |
110,000 |
Employee salaries and wages |
|
484,644 |
77,692 |
Advertising and marketing |
|
2,025,334 |
751,554 |
Audit |
|
67,998 |
- |
Accountancy |
|
30,583 |
- |
Acquisition Related Costs |
|
640,378 |
- |
Consulting and professional |
|
138,328 |
55,378 |
Office Expenses |
|
152,684 |
- |
Card and other processing fees |
|
133,054 |
46,201 |
Software and website maintenance |
|
250,452 |
180,855 |
Travel and entertainment |
|
18,550 |
21,971 |
Recruitment costs |
|
35,283 |
- |
Subscriptions |
|
378,636 |
22,865 |
Legal fees |
|
20,847 |
15,290 |
VAT liability (including interest) |
|
398,879 |
92,472 |
Depreciation |
|
4,328 |
- |
Total administrative expenses |
|
4,866,145 |
1,428,075 |
During the period the Group (including its subsidiary) obtained the following services from the Group's auditors and its associates:
|
|
Group |
|
|
|
For the period ended 31 January 2024 |
Unaudited For the period ended 30 September 2022 |
|
|
£ |
£ |
Fees payable to the Group's auditor and its associates for the audit of the Consolidated Financial Statements |
|
63,000 |
- |
Fees payable to the Group's auditor and its associates for non-audit services |
|
110,000 |
- |
|
|
173,000 |
- |
10. Finance expense
|
|
|
Group |
||
|
|
|
For the period ended 31 January 2024 |
Unaudited For the period ended 30 September 2022 |
|
|
|
|
£ |
£ |
|
Bank charges |
|
|
2,147 |
155 |
|
|
|
|
2,147 |
155 |
|
11. Employee benefits expense (excluding directors' remuneration)
|
|
|
Group |
|
|
|
|
|
For the period ended 31 January 2024 |
Unaudited For the period ended 30 September 2022 |
|
|
|
|
£ |
£ |
|
Salaries and wages |
|
|
431,540 |
57,567 |
|
Social security contributions and similar taxes |
|
|
43,941 |
16,779 |
|
Defined Contribution Pension costs |
|
|
9,163 |
3,346 |
|
|
|
|
484,644 |
77,692 |
|
The average monthly number of employees for the Company during the year was 2 (year ended 31 January 2023: 4) and the average monthly number of employees for the Group was 11 (period ended 30 September 2022: 6). The average headcount per department is as follows:
|
Group |
Company |
||
|
For the period end 31 January 2024 |
Unaudited For the period end 30 September 2022 |
For the year end 31 January 2024 |
For the year end 31 January 2023 |
Management |
4 |
2 |
2 |
4 |
Operational |
6 |
3 |
- |
- |
Administration |
1 |
1 |
- |
- |
Total |
11 |
6 |
2 |
4 |
12. Directors' remuneration (including social security cost)
For the period ended 31 January 2024 |
|
|
|
Fees and Salaries |
Benefits |
|
£ |
£ |
Executive Directors |
|
|
Charlie Chadd |
27,560 |
439 |
Joseph Chadd |
46,849 |
- |
Jassem Osseiran |
- |
- |
Max Deeley |
- |
- |
Non-executive Directors |
|
|
John Taylor |
5,040 |
- |
John Gordon |
3,359 |
- |
Keith Harris |
3,359 |
- |
|
86,167 |
439 |
Joseph Chadd's salary includes an accrued amount of
For the period ended 30 September 2022 |
|
|
Unaudited Fees and Salaries |
|
£ |
Charlie Chadd salaries, taxes & pensions |
5,499 |
Charlie Chadd consultancy fees |
42,412 |
Joseph Chadd consultancy fees |
5,886 |
|
53,797 |
During the period the highest paid director was Joseph Chadd with a remuneration of
John Taylor, John Gordon and Keith Harris' fees for the year ended 31 January 2024, totalling
Charlie Chadd, Joseph Chadd, John Taylor and John Gordon were appointed 18 December 2023. Jassem Osseiran resigned on 22 March 2023 and Max Deeley resigned 18 December 2023. Post year end, on 28 February 2024, Keith Harris resigned as Director and on the same date, David Craven was appointed as chairman.
13. Taxation
|
|
For the period end 31 January 2024 |
Unaudited For the period end 30 September 2022 |
|
|
£ |
£ |
Total Current tax |
|
- |
- |
Total tax in the Income Statement - credit/(expense) |
|
- |
- |
The tax charges for the period use the standard rate applicable in the UK of 19% (2022- 19%).
|
|
|
|
|
|
For the period end 31 January 2024 |
Unaudited For the period end 30 September 2022 |
|
|
£ |
£ |
Loss on ordinary activities before tax |
|
(3,980,138) |
(1,316,724) |
Tax on loss on ordinary activities at standard CT rate of 19% |
|
(756,226) |
(250,177) |
Effect of tax losses not recognised as deferred tax assets |
|
756,226 |
250,177 |
Total tax charge for the period |
|
- |
- |
The Group has cumulative tax losses of approximately
14. Property, plant and equipment
Group |
|
|||
|
Plant and equipment £ |
Total £ |
||
Cost |
|
|
||
As at 17 September 2021 |
- |
- |
||
Additions |
- |
- |
||
As at 30 September 2022 |
- |
- |
||
As at 1 October 2022 |
- |
- |
||
Additions |
25,244 |
25,244 |
||
As at 31 January 2024 |
25,244 |
25,244 |
||
Depreciation |
|
|
||
As at 17 September 2021 |
- |
- |
||
Charge for the period |
- |
- |
||
As at 30 September 2022 |
- |
- |
||
As at 1 October 2022 |
- |
- |
||
Charge for the period |
2,450 |
2,450 |
||
As at 31 January 2024 |
2,450 |
2,450 |
||
Net book value as at 30 September 2022 |
- |
- |
||
Net book value as at 31 January 2024 |
22,794 |
22,794 |
||
The Company does not have any property, plant or equipment (2023: nil).
15. Right of use Assets
Group |
|
|||
|
Office assets £ |
Total £ |
||
Cost |
|
|
||
As at 17 September 2021 |
- |
- |
||
Additions |
- |
- |
||
As at 30 September 2022 |
- |
- |
||
As at 1 October 2022 |
- |
- |
||
Additions |
12,045 |
12,045 |
||
As at 31 January 2024 |
12,045 |
12,045 |
||
Depreciation |
|
|
||
As at 17 September 2021 |
- |
- |
||
Charge for the period |
- |
- |
||
As at 30 September 2022 |
- |
- |
||
As at 1 October 2022 |
- |
- |
||
Charge for the period |
1,877 |
1,877 |
||
As at 31 January 2024 |
1,877 |
1,877 |
||
Net book value as at 30 September 2022 |
- |
- |
||
Net book value as at 31 January 2024 |
10,168 |
10,168 |
||
The Company does not have any Right of use Assets (2023: nil).
16. Intellectual property (IP)
|
Group |
Company |
|||
|
As at 31 January 2024 |
Unaudited As at 30 September 2022 |
As at 31 January 2024 |
As at 31 January 2023 |
|
|
£ |
£ |
£ |
£ |
|
Intellectual Property |
840,000 |
- |
840,000 |
- |
|
|
840,000 |
- |
840,000 |
- |
|
The intellectual property relates to the sale and purchase agreement between Chadd Media Limited (a company with a shareholding of 60% owned by Charlie Chadd and 40% owned by Joseph Chadd) and Good Life Plus PLC.
The consideration of
The intellectual property assets have been considered to have an finite life of 20 years and therefore will be amortised over this period in line with IAS 36.
17. Inventory
|
Group |
Company |
|||
Current: |
As at 31 January 2024 |
Unaudited As at 30 September 2022 |
As at 31 January 2024 |
As at 31 January 2023 |
|
|
£ |
£ |
£ |
£ |
|
Finished goods |
183,007 |
89,662 |
- |
- |
|
|
183,007 |
89,662 |
- |
- |
|
18. Trade and other receivables
|
Group |
Company |
|||
Current: |
As at 31 January 2024 |
Unaudited As at 30 September 2022 |
As at 31 January 2024 |
As at 31 January 2023 |
|
|
£ |
£ |
£ |
£ |
|
Receivables |
1,736 |
27,248 |
1,438 |
- |
|
VAT receivable |
108,718 |
- |
108,718 |
- |
|
Directors' loan account |
5,029 |
4,160 |
- |
- |
|
Intercompany loan due from subsidiary |
- |
- |
1,349,910 |
- |
|
Other receivables |
- |
- |
- |
47,516 |
|
|
115,483 |
31,408 |
1,460,066 |
47,516 |
|
Further details regarding the directors loan account can be found in note 30. The intercompany loan is repayable on demand with 30 days' notice and is interest bearing at 2% per annum.
19. Cash and cash equivalents
|
Group |
Company |
|||
|
As at 31 January 2024 |
Unaudited As at 30 September 2022 |
As at 31 January 2024 |
As at 31 January 2023 |
|
|
£ |
£ |
£ |
£ |
|
Cash at bank and on hand |
608,098 |
188,056 |
165,803 |
527,879 |
|
|
608,098 |
188,056 |
165,803 |
527,879 |
|
The carrying amounts of the Group's cash and cash equivalents are denominated in pounds sterling.
During the period,
20. Trade and other payables
|
Group |
Company |
|||
Current: |
As at 31 January 2024 |
Unaudited As at 30 September 2022 |
As at 31 January 2024 |
As at 31 January 2023 |
|
|
£ |
£ |
£ |
£ |
|
Trade payables |
551,176 |
- |
495,159 |
17,956 |
|
Accrued liabilities |
348,350 |
126,253 |
63,000 |
- |
|
Intellectual property payable |
211,584 |
- |
211,584 |
- |
|
Accrued interest |
28,416 |
- |
28,416 |
- |
|
Deferred revenue to be recognised in the next year |
151,029 |
- |
- |
- |
|
VAT liability |
390,449 |
59,242 |
- |
- |
|
Tax and payroll |
62,506 |
- |
11,759 |
45,110 |
|
|
1,743,510 |
185,495 |
809,918 |
63,066 |
|
|
|
|
|
|
|
Non current: |
|
|
|
|
|
Intellectual property payable |
532,593 |
- |
532,593 |
- |
|
Accrued interest |
29,537 |
|
29,537 |
|
|
|
562,130 |
- |
562,130 |
- |
|
The carrying amounts of the Group's trade and other payables are denominated in pounds sterling.
21. Provision
|
Group |
Company |
|||
Current: |
As at 31 January 2024 |
Unaudited As at 30 September 2022 |
As at 31 January 2024 |
As at 31 January 2023 |
|
|
£ |
£ |
£ |
£ |
|
Provision |
58,567 |
- |
- |
- |
|
|
58,567 |
- |
- |
- |
|
The provision reflects provision for interest on VAT liability.
22. Leases
|
Group |
Company |
||
|
As at 31 January 2024 |
Unaudited As at 30 September 2022 |
As at 31 January 2024 |
As at 31 January 2023 |
|
£ |
£ |
£ |
£ |
Not later than one year: |
|
|
|
|
Right of use liability |
3,472 |
- |
- |
- |
|
|
|
|
|
Later than one year: |
|
|
|
|
Right of use liability |
6,807 |
- |
- |
- |
Total |
10,279 |
- |
- |
- |
The total principle amount paid for leases during period is
The total amount of rent paid in the period was
23. Financial instruments by category
|
Group |
Company |
|||
As at 31 January 2024 |
At amortised cost |
Total |
At amortised cost |
Total |
|
Assets per Statement |
£ |
£ |
£ |
£ |
|
Trade and other receivables |
6,765 |
6,765 |
1,351,348 |
1,351,348 |
|
VAT receivable |
108,718 |
108,718 |
108,718 |
108,718 |
|
Cash and cash equivalents |
608,098 |
608,098 |
165,803 |
165,803 |
|
|
723,581 |
723,581 |
1,625,869 |
723,581 |
|
|
|
|
|||
|
Group |
Company |
|||
As at 31 January 2024 |
At amortised cost |
Total |
At amortised cost |
Total |
|
Liabilities per Statement |
£ |
£ |
£ |
£ |
|
Trade and other payables (excluding non-financial liabilities) |
1,701,656 |
1,701,656 |
1,360,289 |
1,360,289 |
|
Lease liabilities |
10,279 |
10,279 |
- |
- |
|
|
1,711,935 |
1,711,935 |
1,360,289 |
1,360,289 |
|
|
Group Unaudited - As at 30 September 2022 |
Company - As at 31 January 2023 |
|||
|
At amortised cost |
Total |
At amortised cost |
Total |
|
Assets per Statement |
£ |
£ |
£ |
£ |
|
Trade and other receivables |
31,408 |
31,408 |
47,516 |
47,516 |
|
Cash and cash equivalents |
188,056 |
188,056 |
527,879 |
527,879 |
|
|
219,464 |
219,464 |
575,395 |
575,395 |
|
|
Group Unaudited - As at 30 September 2022 |
Company - As at 31 January 2023 |
|||
|
At amortised cost |
Total |
At amortised cost |
Total |
|
Liabilities per Statement |
£ |
£ |
£ |
£ |
|
Trade and other payables (excluding non-financial liabilities) |
126,253 |
126,253 |
|
17,956 |
|
|
126,253 |
126,253 |
17,956 |
17,956 |
|
The Group's financial instruments comprise cash at bank and payables which arise in the normal course of business. It is, and has been throughout the period under review, the Group's policy that no speculative trading in financial instruments shall be undertaken. The Group has been solely equity funded during the period. The Group's financial instruments are held at fair value through profit or loss.
24. Share capital and share premium
|
Number of shares |
No of Deferred shares |
Share capital |
Share premium |
Total |
|
|
|
£ |
£ |
£ |
Issued and fully paid |
|
|
|
|
|
At 1 February 2022 |
415,499,800 |
35,000 |
41,550 |
2,487,410 |
2,563,960 |
Issue of shares |
- |
- |
- |
- |
- |
As at 31 January 2023 and 1 February 2023 |
415,499,800 |
35,000 |
41,550 |
2,487,410 |
2,563,960 |
Issue of shares - 1 April 2023 |
100,000,000 |
- |
10,000 |
90,000 |
100,000 |
Share consolidation - 15 December 2023 |
(463,949,820) |
- |
- |
- |
- |
Consideration shares - 18 December 2023 |
500,000,000 |
- |
500,000 |
9,500,000 |
10,000,000 |
Issue of shares - 18 December 2023 |
77,500,000 |
- |
77,500 |
1,466,260 |
1,543,760 |
Write off - Deferred shares |
- |
(35,000) |
- |
- |
(35,000) |
As at 31 January 2024 |
629,049,980 |
- |
629,050 |
13,543,670 |
14,172,720 |
On 1 April 2023, the Company issued 100,000,000 Ordinary Shares at a price of £0.001 per share raising a total of £100,000.
On 15 December 2023, the Company consolidated every 10 ordinary shares of £0.0001 into 1 ordinary share of £0.001 each. The par value of the ordinary shares increased from £0.0001 to £0.001.
On 18 December 2023, the proposed reverse takeover of GL Membership Ltd had completed. The Company acquired the full share capital of GL Membership Limited via the issuance of 500,000,000 ordinary shares of £0.02 each. The acquisition constitutes a reverse acquisition as the shareholders of GL Membership Limited will acquire control of Good Life Plus Plc (formerly Semper Fortis Esports plc).
On 18 December 2023, a further 70,000,000 ordinary shares were issued at a price of £0.02 per share raising a total of £1,400,000. 7,500,000 ordinary shares at £0.02 each were also issued on this date to Sports Resource Group as settlement for their advisor fees.
Within share premium there is £6,240 in relation to costs directly attributable to funds raised by Novum as part of the placing in November 2023.
The deferred shares of £35,000 are historic and therefore been written back in the period.
25. Treasury Shares
On 17 February 2022, the Company established an Employee Benefit Trust ("EBT") for the benefit of the current and future employees.
On 30 March 2022, the EBT completed the acquisition of all the Ordinary Shares (41,000,00 Ordinary shares representing 9.87% of the issued capital) and all the Redeemable Preference shares (12,587 Redeemable Preference Shares) held by GIMA Group Inc for a total consideration of £56,747. The company provided the EBT with a loan of £56,747 to fund the share acquisition. This transaction had been agreed between Mr Soltani (the former CEO) and the Company in December 2021 at the time of his departure.
At the period end, the treasury shares were still held with the trust on behalf of the Company.
26. Share Option Reserve
Share options
Share options outstanding and exercisable at the end of the period have the following expiry dates and exercise prices:
Grant Date |
Expiry Date |
Exercise price in £ per share |
31 January 2024 |
31 January 2023 |
26 April 2021 |
26 April 2025 |
0.031 |
- |
4,154,998 |
|
Shares |
Weighted Average Price (£) |
Outstanding at 1 February 2023 |
4,154,998 |
£0.031 |
Lapsed during the year |
(4,154,998) |
|
Outstanding at 31 January 2024 |
- |
- |
Exercisable at 31 January 2024 |
- |
- |
|
|
Exercise price |
£0.031 |
Volatility |
74-86% |
Expected life |
4 years |
Risk free rate |
0.05-0.22% |
Expected dividend yield |
0% |
The value of the options is measured by the use of a Black Scholes Model. The inputs into the Black Scholes Model made in 2023 were as follows
At 31 January 2023, there were 4,154,998 options outstanding, with an average exercise price of £0.031 per share and a weighted average remaining life of 2 years 3 months. These options lapsed on 22 March 2023 when Jassem Osseiran resigned as Director. There are no options outstanding as at 31 January 2024.
Warrants
Warrants outstanding and exercisable at the end of the period have the following expiry dates and exercise prices:
Grant Date |
Expiry Date |
Exercise price in £ per share |
31 January 2024 |
31 January 2023 |
4 September 2020 |
27 April 2026 |
0.005 |
1,500,000 |
1,500,000 |
4 September 2020 |
27 April 2026 |
0.005 |
- |
465,000 |
4 September 2020 |
27 April 2026 |
0.005 |
465,000 |
465,000 |
4 September 2020 |
27 April 2026 |
0.005 |
285,000 |
285,000 |
4 September 2020 |
27 April 2026 |
0.005 |
250,000 |
250,000 |
4 September 2020 |
27 April 2026 |
0.005 |
135,000 |
135,000 |
4 September 2020 |
27 April 2026 |
0.005 |
100,000 |
100,000 |
23 April 2021 |
26 April 2026 |
0.005 |
750,000 |
750,000 |
18 May 2021 |
18 May 2026 |
0.01 |
1,000,000 |
1,000,000 |
24 May 2021 |
25 May 2026 |
0.01 |
750,000 |
750,000 |
14 June 2021 |
25 May 2026 |
0.01 |
100,000 |
100,000 |
|
Shares |
Weighted Average Price (£) |
Outstanding at 1 February 2023 |
5,800,000 |
0.007 |
Granted/Lapsed during the year |
(465,000) |
- |
Outstanding at 31 January 2024 |
5,335,000 |
- |
Exercisable at 31 January 2024 |
5,335,000 |
0.007 |
5,335,000 warrants were outstanding at 31 January 2024 (2023: 5,800,000) with an average exercise price of £0.007 per share and a weighted average remaining life of 2.26 years.
27. Earnings per share
|
Period ended 31 January 2024 |
Period ended 30 September 2022 |
Result for the period |
|
|
Total loss for the period attributable to equity shareholders |
(3,980,138) |
(1,316,724) |
|
|
|
Weighted average number of shares |
Number |
Number |
For basic earnings per share |
499,339,721 |
4,114,762 |
|
|
|
Loss per share (pence) |
(0.01) |
(0.32) |
As the result for the period was a loss, the basic and diluted loss per share are the same. The loss attributable to equity holders and the weighted average number of ordinary shares for the purposes of calculating diluted earnings per ordinary share are identical to those used for basic earnings per ordinary share.
28. Fair Value of Financial Assets and Liabilities Measured at Amortised Costs
Financial assets and liabilities comprise the following:
· Trade and other receivables
· Cash and cash equivalents
· Trade and other payables
The fair values of these items equate to their carrying values as at the reporting date.
The ageing of trade receivables for the Group is as follows:
|
Group |
Company |
||||
As at 31 January 2024
|
Less than 6 months |
6 - 12 months |
Total |
Less than 6 months |
6 - 12 months |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
Trade receivables |
1,735 |
- |
1,735 |
1,438 |
- |
1,438 |
VAT receivable |
108,718 |
- |
108,718 |
108,718 |
- |
108,718 |
Other receivables |
- |
5,029 |
5,029 |
- |
1,349,910 |
1,349,910 |
|
110,453 |
5,030 |
115,483 |
110,156 |
1,349,910 |
1,460,066 |
|
Group Unaudited - As at 30 September 2022 |
Company - As at 31 January 2023 |
||||
|
Less than 6 months |
6 - 12 months |
Total |
Less than 6 months |
6 - 12 months |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
Trade receivables |
27,248 |
- |
27,248 |
47,516 |
- |
47,516 |
Other receivables |
- |
4,160 |
4,160 |
- |
- |
- |
|
27,248 |
4,160 |
31,408 |
47,516 |
- |
47,516 |
The carrying amounts of the Group's trade and other receivables are denominated in pounds sterling.
The directors believe that the trade receivables balance at period end is recoverable.
Refer to note 22 for maturity of lease liability.
The ageing of trade payables for the Group is as follows:
|
Group |
||||
As at 31 January 2024 |
Less than 6 months |
6 - 12 months |
Between 1 and 2 years |
After 2 years |
Total |
|
£ |
£ |
£ |
£ |
£ |
Trade payables |
551,176 |
- |
- |
- |
551,176 |
Accruals |
348,350 |
- |
- |
- |
348,350 |
Intellectual property payable |
104,630 |
106,954 |
221,082 |
311,511 |
744,177 |
Accrued interest |
15,370 |
13,046 |
18,917 |
10,620 |
57,593 |
|
1,019,526 |
120,000 |
239,999 |
322,131 |
1,701,656 |
|
Company |
||||
As at 31 January 2024 |
Less than 6 months |
6 - 12 months |
Between 1 and 2 years |
After 2 years |
Total |
|
£ |
£ |
£ |
£ |
£ |
Trade payables |
495,159 |
- |
- |
- |
495,159 |
Accruals |
63,000 |
- |
- |
- |
63,000 |
Intellectual property payable |
104,630 |
106,954 |
221,082 |
311,511 |
744,177 |
Accrued interest |
15,370 |
13,046 |
18,917 |
10,620 |
57,593 |
|
678,159 |
120,000 |
239,999 |
322,131 |
1,360,289 |
|
Group Unaudited - As at 30 September 2022 |
Company - As at 31 January 2023 |
||||
|
Less than 6 months |
6 - 12 months |
Between 1 and 2 years |
Total |
Less than 6 months |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
Trade payables |
- |
- |
- |
- |
17,956 |
17,956 |
Accruals |
126,253 |
- |
- |
126,253 |
- |
- |
|
126,253 |
- |
- |
126,253 |
17,956 |
17,956 |
The carrying amounts of the Group's trade and other payables are denominated in pounds sterling.
All cash and cash equivalents are held in pounds sterling.
29. Capital Commitments and Contingencies
The Group is not aware of any material claims open against the Group. There are no non-cancellable capital commitments as at the balance sheet date.
GL Membership Ltd is required to register for VAT and submit VAT returns that back date to November 2021. The VAT returns will record the reverse charge on all overseas expenses, resulting in a payment of £390,449 to HMRC. There will also be an estimated interest due of £58,567. The repayment of the liability will be discussed with HMRC.
30. Related party transactions
Details of directors' remuneration and consultancy fees are given in note 12.
Other related party transactions are as follows:
Loan from Good Life Plus plc to GL Membership Limited
As at 31 January 2024 there were amounts receivable of £1,349,910 from GL Membership Limited (30 September 2022: £nil).
All intra Group transactions are eliminated on consolidation.
Loan from Good Life Plus plc to Charlie Chadd
As at 31 January 2024 there were amounts receivable of £5,029 from Director Charlie Chadd (30 September 2022: £4,159) for personal expenses incurred on the credit card.
Related party transactions between Good Life Plus plc to Chadd Media Limited
During the year, a sale and purchase agreement was signed between Chadd Media Limited and Good Life Plus Plc for the transfer of the intellectual property for £840,000. This is being paid back at £20,000 per month and the remaining balance at 31 January 2024 is £802,110 (including effective interest of £57,953) as at 31 January 2024.
During the year, Chadd Media Limited recharged expenses of £80,916 to GL Membership Ltd and also invoiced the Company £265,971 for database fees. No amounts remain outstanding at the period end.
Prestige Cars Kent Limited
Prestige Cars Kent Limited, a company of which Joseph Chadd is a director, recognised a fee of £109,082 for office rent supplied to GL Membership Ltd (30 September 2022: £Nil).
Ugly Panda LLP
Ugly Panda LLP, a company of which John Taylor is a director, recognised a fee of £34,000 for consultancy services supplied to Good Life Plus Plc in relation to the Reverse Takeover (30 September 2022: £Nil).
The Group has not made any allowance for bad or doubtful debts in respect of related party debtors nor has any guarantee been given or received during 2023 or 2022 regarding related party transactions.
31. Investment in subsidiary undertakings
|
Company |
|
Shares in Group Undertakings |
31 January 2024 £ |
31 January 2023 £ |
Cost |
|
|
Investment GL Membership Limited |
10,000,000 |
- |
Total |
10,000,000 |
- |
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.
Name of subsidiary |
Country of incorporation and place of business |
Proportion of ordinary shares held by parent (%) |
Proportion of ordinary shares held by the Group (%) |
Nature of business |
GL Membership Ltd |
England & Wales |
100% |
100% |
Daily prize draw company |
GL Membership Ltd is exempt from audit by virtue of s479A of Companies Act 2006.
32. Reverse Acquisition
On 18 December 2023, Good Life Plus PLC acquired 100% of the share capital of GL Membership Limited (the 'Legal Subsidiary') for 500,000,000 Consideration Shares at a deemed valuation of £0.02 per share (nominal value £0.001), valuing the Company at £10,000,000.
The acquisition has been treated as a reverse acquisition and hence accounted for in accordance with IFRS 2. Although the transaction resulted in GL Membership Limited becoming a wholly owned subsidiary of the Company, the transaction constitutes a reverse acquisition as the previous shareholders of GL Membership Limited own a substantial majority of the Ordinary Shares of the Company and the executive management of GL Membership Limited became the executive management of Good Life Plus Plc. In substance, the shareholders of GL Membership Limited acquired a controlling interest in the Company and the transaction has therefore been accounted for as a reverse acquisition. The reverse acquisition falls under IFRS 2 rather than IFRS 3 as the activities of Good Life Plus plc (previously Semper Fortis plc and the 'Legal Parent') do not constitute a business.
The following table summarises the consideration paid for the Legal Parent through the reverse acquisition and the amounts of the assets acquired and liabilities assumed on the acquisition date. The financial comparatives relate to Legal Subsidiary rather than the Legal Parent as the consolidated financial statements represent a continuation of the financial statements of the Legal Subsidiary.
In accordance with IFRS 2, the value of obtaining the listing under a reverse acquisition is calculated on the net assets of the legal parent. The share based payment of £848,911 arising from the acquisition is attributable to the value of the parent company being an AQSE listed entity to the Legal Subsidiary and has been recognised as an expense in the statement of comprehensive income.
Consideration at 18 December 2023 |
£ |
Equity instruments in issue (515,499,800 ordinary shares £0.002 each) |
1,031,000 |
Total consideration |
1,031,000 |
|
|
Recognise amounts of identifiable assets acquired and liabilities assumed |
|
Cash and cash equivalents |
76,478 |
Trade and other receivables |
276,136 |
Trade and other payables |
(170,525) |
Total identified net assets |
182,089 |
Share based payment for obtaining listing |
848,911 |
In a reverse acquisition the acquisition date fair value of the consideration transferred by the Legal Subsidiary is based on the number of equity instruments that the Legal Subsidiary would have had to issue to the owners of the Legal Parent to give the owners of the Legal Parent the same percentage of equity interests that results from the reverse acquisition. However, in the absence of a reliable valuation of the Legal Subsidiary, the cost of the reverse acquisition was calculated using the fair value of all the pre-acquisition issued equity instruments of the Legal Parent as at the date of the acquisition. The fair value was based on the published price of the Legal Parent shares immediately prior to the acquisition being £0.002 per share.
Acquisition related costs of £221,190 were recognised in the Legal Parent's profit or loss. These costs were incurred prior to the date of the acquisition and have therefore been eliminated on consolidation along with other pre-acquisition losses in the Legal Parent in accordance with the requirements of IFRS 2.
The fair values of the recognised amounts of identifiable assets acquired and liabilities assumed equate to their carrying values as stated above.
The Legal Parent did not contribute any revenue to the Group since the acquisition on 18 December 2023. The Group statement of comprehensive income includes an operating loss of £3,403,331 in the period since acquisition, which is attributable to the Legal Parent.
The following table summarises the movements in the Reverse Acquisition Reserve for the period.
|
£ |
Opening balance |
- |
Investment in Legal Subsidiary |
(10,000,000) |
Elimination of Legal Subsidiary share capital |
2,164,708 |
Share based payment |
848,911 |
Transfer of pre-acquisition retained losses |
(2,580,808) |
|
(9,567,189) |
33. Ultimate Controlling Party
The Directors believe there is no ultimate controlling party.
34. Events After the Reporting Date
On 4 March 2024, 90,222,223 ordinary shares of £0.01 each were issued at a price of £0.0225 each raised £2.03million. £2million of the shares were acquired by Winforton Investments Limited.
On 4 March 2024, the company granted options over 38,142,199 Ordinary Shares of £0.001 each to certain directors, PDMRs, company advisors and other members of staff. The share options granted to Directors and PDMR's is as follows:
|
Status |
Exercise price (£) |
Options granted |
Charlie Chadd |
Director |
0.0225 |
11,111,111 |
Joe Chadd |
Director |
0.0225 |
7,407,422 |
David Ivy |
PDMR |
0.0225 |
3,111,111 |
Iain McCaig |
PDMR |
0.0225 |
1,777,778 |
Ben Smith |
PDMR |
0.0225 |
1,333,333 |
John Gordon |
Director |
0.0225 |
1,066,667 |
John Taylor |
Director |
0.0225 |
750,000 |
David Craven |
Director |
0.0225 |
4,193,666 |
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