Final Results and Notice of AGM

Good Life Plus PLC

25 July 2024

 

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 £150,000 in monthly recurring revenue ("MRR"), reflecting an increase of nearly 240% over the period.

·      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 £1.4 million at Admission. Additionally, a further £2.03 million was raised through a subscription in March 2024.

·      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, London W1B 4BT.

-Ends-

For further information please visit Good Life Plus Plc or contact:

Good Life Plus Plc                                                                                       [phone]

Charlie Chadd, Chief Executive

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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 £1.4 million.  Post period end the Company raised an additional £2.03m at a premium to our listing price.  The proceeds have been deployed for rapid customer acquisition and expansion, with the goal of significantly growing the number of active members within 12 months.

Financial Results:

·      Revenue: £2.4 million (30 September 2022: £0.753m)

·      Gross Profit: £1.7 million (30 September 2022: £0.082m)

·      Operating Loss: £3.1 million (30 September 2022: £1.3m loss)

·      Net Loss: £3.9 million (30 September 2022: £1.3 million 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 £150,000 in monthly recurring revenue (MRR). This represents an increase of nearly 240% in MRR. This growth trend has continued post-period to over 30,000.

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

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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 £14 billion. Lotteries account for almost a third of the gross gaming yield in the UK. While the National Lottery dominates the space, other competitors have also found success, highlighting the potential for innovative and engaging models like Good Life Plus Plc. Our unique "freemium" model and strong online marketing capabilities have driven rapid subscriber growth, positioning us well to capture an increasing market share.

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 £2.1 billion in 2024 and continue growing at an annual rate of 4.0% over the next five years. This growth underscores the potential for Good Life Plus Plc to expand its footprint and increase its market share.

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.

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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 £150,000 in monthly recurring revenue ("MRR"), reflecting an increase of nearly 240% over the period.

·      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 £1.4 million. Additionally, a further £2.03 million was raised through a subscription in March 2024.

·     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 £1,027,268 (31 January 2023: £578,309).  The Financial Statements were approved and authorised for issue by the Board on 24 July 2024 and were signed on its behalf by: Charlie Chadd Chief Executive Officer.

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 £0.001 par value each at a price of £0.01 per share. Please see note 24 for further detail.  

2)   During the period, 7,500,000 ordinary shares at £0.02 each were issued to Sports Resource Group as settlement for their advisor fees. Please see note 24 for further detail.

3)   During the period, convertible loan notes (CLN) of £494,000 was issued. 250,000 was issued to Good Life Plus Plc (parent company) and £244,000 were issued to external investors. CLN issued to external investors were settled through issue of shares. 

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 £0.001 par value each at a price of £0.01 per share. Please see note 24 for further detail.   

2)  During the year, 7,500,000 ordinary shares at £0.02 each were issued to Sports Resource Group as settlement for their advisor fees. Please see note 24 for further detail.

3)  During the year, convertible loan notes (CLN) of £250,000 was issued by GL Membership Ltd to Good Life Plus Plc (parent company).

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 £1.4 m, before costs, from the issue of shares.

The group made a loss before tax of £3,980,138, had net current liabilities of £898,961, had negative equity of £594,936 and had net operating cash outflow of £1,226,823 for the period. In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the twelve months from the date of approval of the financial statements. This information includes growing revenue opportunities, management prepared cash flows forecasts, the group's current cash balances, the group's existing and projected monthly running costs and need for further fundings.

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

£58,490 of inventory was recognised as an expense in the period. If a customer takes a cash alternative, the cash is paid directly to the customer and is not recorded as an expense from inventory.

  

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 £36,000 due to him in relation to the consultancy advice provided to the Company in relation to the reverse takeover.

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 £46,849 (Unaudited 2022: Charlie Chadd £47,911)

John Taylor, John Gordon and Keith Harris' fees for the year ended 31 January 2024, totalling £10,333, have been accrued and remain unpaid as at 31 January 2024.

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 £1,006,403 (2022: loss of £250,177) available to carry forward against future taxable profits. A deferred tax asset has not been recognised because of uncertainty over future taxable profits against which the losses may be utilised.

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 £840,000 was agreed for the transfer of assets from Chadd Media Limited to Good Life Plus PLC on 29 November 2023. The assets include the Business Intellectual Property Rights, the Records (including books, accounts, customer lists, designs, plans and advertising materials) the Social Media Accounts and the Domain Name.

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, £178,000 worth of prizes were announced but not awarded until after the period end. This cash would be considered as funds not available for use by the Group.

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 £2,018 and the interest paid is £252.

The total amount of rent paid in the period was £109,082, this lease is for a period of less than 12 months and therefore does not fall under IFRS 16.

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

 

END