LIFT GLOBAL VENTURES PLC

1.            Reporting Entity 

Lift Global Ventures Plc (the "Company") is a company domiciled in the United Kingdom. The condensed consolidated interim financial statements (the "Interim Financial Statements") as at and for the six months ended 31 December 2024 comprise the results of the Company and its subsidiary (together referred to as the "Group").

The Interim Financial Statements of the Group as at and for the period ended 30 June 2024 are available upon request from the Company's registered office at 6 Heddon Street, London, England, W1B 4BT or at www.liftgv.com. 

2.           BASIS OF PREPARATION

The Interim Financial Statements set out in this report is based on the consolidated financial information of the Group. The Interim Financial Statements of the Group for the 6 months ended 31 December 2024 was approved and authorised for issue by the Board on 27 March 2025.  The Interim Financial Statements have not been audited.

These Interim Financial Statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 June 2024 were approved by the board of directors on 20 November 2024 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

The Interim Financial Statements is presented in Pound Sterling and values are rounded to the nearest pound. 

The Interim Financial Statements for the six month ended 31 December 2024 has been prepared in accordance with the UK-adopted International Accounting Standard 34, 'Interim Financial Reporting'.

The Interim Financial Statements does not include all of the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2024, which has been prepared in accordance with UK-adopted international accounting standards and the requirements of the Companies Act 2006, and any public announcements made by Lift Global Ventures Plc during the interim reporting period.

A number of new standards, amendments and became effective on 1 July 2024 and have been adopted by the Group. None of these standards have materially affected the Group.

3.           GOING CONCERN

Management has prepared a forecast covering 18 months post-period end and believe that current cash reserves will adequately cover the working capital requirements of the Group. Miriad Limited is a revenue generating and profitable entity. Miriad has continued to be revenue generating, adequately covering the operating costs of the Company and the Group and has generated profits in the six-month period to 31 December 2024. The Board believes this will further strengthen over the coming 18 months. The Group has forecast that the Group's projected that the profits generated from Miriad will be sufficient to cover the working capital requirements of the Group for a period of at least 18 months from the period end.

As such, the Directors have a reasonable expectation that the Group has, and will have access to, adequate resources to continue in operational existence for the foreseeable future and, therefore, continue to adopt the going concern basis in preparing the financial statements.

4.           SEGMENTAL INFORMATION

The results reported for the Group's two reportable segments, Head Office and Financial PR, have been derived from the results of Lift Global Ventures Plc and Miriad Limited respectively, less any inter-company transactions. The total value of inter-company transactions in the period were £43,645 (2023: £50,784).

Management allocates costs associated with the provision of financial PR services to the entity's Financial PR segment, plus a portion of administration expenses relative to the amount of time spent on administrative matters within this segment. The majority of administrative expenses occur in relation to the running and management of Lift Global Ventures Plc and are therefore allocated to the Head Office segment.

5.             EXPENSES BY NATURE

6.             EARNINGS/(LOSS) PER SHARE

The number of share options and warrants that could potentially dilute the loss per share in future periods is 37,949,442 as at 31 December 2023. Given that the Group was loss making in the period to 31 December 2024, these instruments have an anti-dilutive effect and therefore the Group has not presented a diluted loss per share.

7.             INTANGIBLE ASSETS

The intangible asset classes are:

-      Website is the value attributed to the build of Miriad's website.

-     Goodwill is the excess of the consideration transferred and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the net identifiable assets.

-      Customer relations is the value attributed to the key customer lists and relationships of Miriad.

8.             FAIR VALUE THROUGH PROFIT AND LOSS EQUITY INVESTMENTS

Fair value through profit and loss equity investments include the following;

The fair value of quoted securities is based on published market prices.

All assets and liabilities for which fair value is measured are categorised within the fair value hierarchy. The fair value hierarchy prioritises the inputs to valuation techniques used to measure fair value. The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments and other assets and liabilities for which the fair value was used:

-            level 1: quoted prices in active markets for identical assets or liabilities;

-           level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

-            level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following tables set forth, by level, equity investments measured at fair value on a recurring basis as at 31 December 2023, 30 June 2024 and 31 December 2024:

9.             financial asset at fair value through profit and loss

On 31 January 2023, the Company subscribed for £750,000 of unsecured convertible loan notes in TAE, a UK private company focused on the development, financing, construction and operation of energy infrastructure projects located in Sub- Saharan Africa.

Key terms of the convertible loan notes are as follows:

•       Date of maturity of 2 August 2024, extended to 30 April 2025

•       Conversion price is equal to:

(i)           on Admission, lower of: (i) price per new share at admission with a 20% discount, and (ii) price per share with deemed market capitalisation of £50 million;

(ii)           on Relevant Fundraising, a price per share with a 20% discount to the subscription price;

(iii)          on a Change of Control, a price per share equivalent to what is being paid by the acquiring entity.

During the period, it was agreed that the loan notes shall be increased by TAE in the amount of £500,000 without Lift subscribing for further cash. The redemption date for the loan notes was also extended to October 25, 2024 and subsequently January 31, 2025.

Post period end, the Company announced that, by mutual agreement, the redemption date for the loan notes be extended to 30 April 2025.

In accordance with IFRS 9, the instrument is measured at fair value through profit and loss and management are required to undertake a valuation exercise at the period end to determine the instrument's fair value as at that date.

In doing so, the Directors considered whether there had been any further issuances of similar notes by TAE and the price in which these were issued (Level 2 inputs), however due to delays with TAE's funding, no comparable data was available, and it was determined that the basis of management's valuation should be carried out in accordance with Level 3 of the fair value hierarchy. 

Level 3 inputs are not based on observable market data (unobservable inputs), therefore management relied on information such as the financial statements of the underlying asset within its valuation. Given the TAE project is in its infancy and it is yet to become revenue generating, the financial statements of TAE did not support the carrying value of the Company's investment.

At the reporting date, the Directors concluded that the carrying amount of the convertible loan note should continue to be held at nil and, in accordance with the Company's accounting policy, management will continue to carry out a valuation exercise at each reporting period and will adjust the value of its asset accordingly. 

10.          Share capital

11.          EVENTS AFTER THE REPORTING DATE

On 31 January 2025, the Company announced that the redemption date for the unsecured convertible loan notes in TAE was extended by mutual consent to 30 April 2025 to allow further discussions with funders to conclude.