1.             Reporting Entity 

Lift Global Ventures Plc (the "Company" or the "Group") is a company domiciled in the United Kingdom. The consolidated interim financial information as at and for the six months ended 31 December 2022 comprise the results of the Company and its subsidiary (together referred to as the "Group").

The consolidated financial statements of the Group as at and for the period ended 30 June 2022 are available upon request from the Company's registered office at Suite 1, 15 Ingestre Place, London, England, W1F 0DU or at liftgv.com.  

2.             BASIS OF PREPARATION

The financial information set out in this report is based on the consolidated financial information of Lift Global Ventures Plc and its subsidiary company. The financial information of the Group for the 6 months ended 31 December 2022 was approved and authorised for issue by the Board on 17 March 2023.  The interim results have not been audited. The financial information for the period ended 31 December 2022 set out in this interim report does not comprise the Group's statutory accounts as defined in section 434 of the Companies Act 2006. The Directors have elected not to apply IAS 34 Interim Financial Reporting. This financial information is consistent with the recognition and measurement requirements of UK-adopted international standards. The comparative information for the year ended 30 June 2022 is not the Group's full annual accounts for that period but has been derived from the annual financial statements for that period. 

The consolidated financial information incorporates the results of Lift Global Ventures Plc and its subsidiary undertaking as at 31 December 2022.  The Group was formed on 5 September 2022 upon the Company's acquisition of Miriad Limited, as such the corresponding amounts are for the Company only for period ended 30 June 2022.

The Group financial information is presented in Pound Sterling and values are rounded to the nearest pound. 

The same accounting policies, presentation and methods of computation are followed in the interim consolidated financial information as were applied in the Company's latest annual audited financial statements except for those stated at 2.1 below or those that relate to new standards and interpretations effective for the first time for periods beginning on (or after) 1 July 2022 and will be adopted in the 2023 annual financial statements. 

A number of new standards, amendments and became effective on 1 July 2022 and have been adopted by the Group. None of these standards have materially affected the Group.

Accounting policies applied for the 6-month period ended 31 December 2022

2.1   Basis of Consolidation

The Group Financial Statements consolidate the Financial Statements of Lift Global Ventures Plc and the Financial Statements of its subsidiary undertaking, Miriad Limited, made up to 31 December 2022.

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. Where an entity does not have returns, the Group's power over the investee is assessed as to whether control is held. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Inter-company transactions, balances, income and expenses on transactions between group companies are eliminated. Profits and losses resulting from intercompany transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

2.2   Intangible Assets

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred and the acquisition date fair value of any previous equity interest in the acquire over the fair value of the net identifiable assets, liabilities and contingent liabilities of the acquire.

Goodwill is not amortised however impairment reviews are undertaken annually, or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use, discounted to present value using a discount rate reflective of the time value of money and risks specific to the business unit. Any impairment is recognised immediately as an expense and is not subsequently reversed.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

2.3   Business Combinations

Acquisitions of business are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition‑date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition‑related costs are recognised in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their fair value at the acquisition date.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non‑controlling interests in the acquiree, and the fair value of the acquirers previously held equity interest in the acquiree (if any) over the net of the acquisition‑date amounts of the identifiable assets acquired, and the liabilities assumed. If, after reassessment, the net of the acquisition‑date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non‑controlling interests in the acquiree and the fair value of the acquirers previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

2.4   Fair value through profit and loss equity investments

(i) Classification

Fair value through profit and loss equity investments are classified in this category if acquired principally for the purpose of trading or selling in the short term.  Investments in this category are classified as current assets if expected to be settled within 12 months; otherwise, they are classified as non-current. 

(ii) Recognition and Measurement

Regular purchases and sales of fair value through profit and loss equity investments are recognised on the trade date - the date on which the Group commits to purchasing or selling the asset.  They carried at fair value through profit or loss is initially recognised at fair value, and transaction costs are expensed in the Income Statement. They are measured at fair value using the fair value hierarchy, as disclosed at note 7.

Fair value through profit and loss equity investments are derecognised when the rights to receive cash flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of ownership.

Gains or losses arising from changes in the fair value of fair value through profit and loss equity investments at fair value through profit or loss are presented in the Income Statement within "Other (Losses)/Gains" in the period in which they arise.

2.5   Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

Segment results, include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

2.6   Revenue

Revenue is measured at the fair value of the consideration received or receivable, and represent amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. Under IFRS 15 there is a five-step approach to revenue recognition which is adopted across all revenue streams. The process is:

Step 1: Identify the contract(s) with a customer;

Step 2: Identify the performance obligations in the contract;

Step 3: Determine the transaction price;

Step 4: Allocate the transaction price to the performance obligations in the contract; and

Step 5: Recognise revenue as and when the entity satisfies the performance obligation.

Revenue comprises of public relations services provided by Zak Mir. Public relations services are billed on a monthly or quarterly retainer basis and comprise of web interviews, posts on social media, articles, podcast interviews and introduction to contacts. Revenue is recognized evenly over time on a monthly basis.

3.             GOING CONCERN

Management has prepared a forecast and believe that current cash reserves will adequately cover the working capital requirements of the Company. In addition, the Company acquired the entire share capital of Miriad Limited on 5 September 2022 which is a revenue generating and profitable entity. The Group has sufficient cash 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 Company 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.             EXPENSES BY NATURE

5.             LOSS PER SHARE

The number of share options and warrants that could potentially dilute the loss per share in future periods is 32,814,510 as at 31 December 2022. A calculation for the diluted loss per share has not been performed as this would be anti-dilutive.

6.             ACQUISITION OF MIRIAD LIMITED

On 5 September 2022, the Company acquired 100% of the issued share capital of Miriad Limited ("Miriad"). The total consideration payable for the acquisition consisted of £200,000 in cash and the issue and allotment of 4,166,666 Ordinary Shares at £0.04 per share, for total proceeds of £166,667. Acquisition costs totaled £1,840 and have been included within the cost of the investment.

Prior to the acquisition, Mirad was owned and controlled by Zak Mir, a Director of Company, and his wife.

The following table summarises the consideration paid for Miriad Limited and the fair values of the assets and equity assumed at the acquisition date.

7.             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 2022:

8.             Share capital

On 9 September 2021, the Company issued and allotted 29,000,000 new Ordinary Shares at a price of £0.01 per share for gross proceeds of £290,000.

On 29 April 2022, the Company issued and allotted 57,543,334 new Ordinary Shares at a price of £0.03 per share for gross proceeds of £1,726,300.

On 5 September 2022, the Company issued and allotted 4,166,666 new Ordinary Shares at a price of £0.04 per share as partial consideration for the acquisition of Miriad Limited.

9.             EVENTS AFTER THE REPORTING DATE

On 31 January 2023, the Company subscribed for £750,000 of unsecured convertible loan notes in Trans-Africa Energy Limited.

The Directors of the Company accept responsibility for the contents of this announcement.

Enquiries:

For more information please visit: www.liftgv.com 

END