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 presents the financial results for the year ended 31 January 2025. The comparative information reflects the 16-month period ended 31 January 2024 which comprises of:

a)    The subsidiary figures for the 16-month period ending on 31 January 2024

b)    Company figures since the date of the RTO

 

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	Impact on initial application	Effective date
IFRS 16 Leases	Lease Liability in a Sale and Leaseback - Amendments	1 January 2024
IAS 1 Presentation of Financial Statements	Classification of liabilities as Current or Non-Current and Non-current Liabilities with Covenants - Amendments	1 January 2024
IFRS 7 Financial Instruments	Disclosures - Supplier Finance Arrangements	1 January 2024

 

ii) New UK-adopted International Standards and Interpretations not yet adopted

 

The following amendments are effective for the period beginning 1 February 2025:

 

Standard	Description	Effective date
IAS 21	The Effects of Changes in Foreign Exchange Rates	1 January 2025
IFRS 9 Financial Instruments	Classification and Measurement of Financial Instruments- Amendments	1 January 2026
IFRS S1	General Requirements for Disclosure of Sustainability-related Financial Information[IM1]	1 January 2024*
IFRS S2	Climate-related Disclosures	1 January 2024*
IFRS 18	Presentation and Disclosure in Financial Statements	1 January 2027*
Amendments to IFRS 9	Financial Instruments and IFRS 7 Financial Instruments: Disclosures: Classification and Measurement of Financial Instruments	1 January 2026*
IFRS Accounting Standards	Annual Improvements to IFRS standards	1 January 2026
IFRS 9 and IFRS 7	Contracts Referencing Nature-dependent Electricity - Amendments	1 January 2026*

 

*Not yet endorsed in the UK

There are no IFRS's or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company or Group.

 

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 year the Group raised £4.2m (2024: £1.4m), before costs, from the issue of shares.

 

The group made a loss before tax of £4,208,837, had net current liabilities of £1,591,541, had negative equity of £323,703 and had net operating cash outflow of £3,631,182 for the year. 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

•         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 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 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 23.

 

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, vouchers 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 vouchers are valued are cost. 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.

 

Good Life Plus PLC invoices GL Membership Ltd for it's use of the intellectual property. £2,400 is invoiced each month and Good Life Plus PLC recognises this income immediately at the date of the invoice.

 

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 asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial assets have occurred.

 

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. Management assesses impairment of the IP asset by reviewing the performance of GL Membership LTD as the IP asset is used by this company. GL Membership Ltd is showing continued revenue growth and so there are no indications of impairment.  

 

Internally generated asset

Development costs are expensed in arriving at the operating profit or loss for the year unless the Directors are satisfied as to the technical, commercial and financial viability of an individual project. In this situation directly identifiable, measurable and attributable cost (majorly salary cost of developers and consultants cost is recognised as an intangible asset and is reviewed for impairment on an annual basis. Amortisation is provided on all development costs 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:

Internally generated asset - 5 years straight line

Any impairment is recognised immediately in the income statement in administrative expenses.

At each reporting date, management assesses whether there is any indication that an asset may be impaired. This assessment applies to intangible assets, including intellectual property and internally generated development costs. Given that the assets are in the early stages of development and not yet generating predictable cash flows, management does not determine recoverable amount using value-in-use models. Instead, the impairment assessment is based on the presence of internal or external indicators of impairment.

Internal indicators may include significant changes in the scope or timeline of development, technical feasibility concerns, or strategic shifts in business priorities. External indicators may include adverse changes in market conditions, regulatory developments, or technological obsolescence. Where such indicators exist, management evaluates whether the carrying amount of the asset is still supportable, typically by reference to observable market data or comparable transactions.

If it is determined that the asset's carrying amount is no longer recoverable, an impairment loss is recognised in profit or loss. Reversals of impairment, other than for goodwill, are recognised when there is evidence that the conditions leading to the impairment have improved

2.18.       Share based payments

 

The Company may grant stock options to acquire common shares of the Company to Directors, Officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes or provides services similar to those performed by an employee.

 

The fair value of stock options is measured on the date of grant, using the Black-Scholes option pricing model, and is recognized over the vesting period. Consideration paid for the shares on the exercise of stock options is credited to share capital. 

 

 

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, given that there are no loans which are impacted by the UK's interest rate and there are no large transactions in a currency other than the functional currency. 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. The credit risk on other debtors (rent deposit and amounts due on the sale of the car) is minimal as there is no indication that these monies would not be received.

 

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 discounted contractual cash-flows) of financial liabilities:

 

	Group		Company
	As at 31 January 2025	As at 31 January 2024	As at 31 January 2025	As at 31 January 2024
Less than one year - trade and other payables	800,186	1,202,032	383,107	809,918
Less than one year - VAT liability	746,004	390,449	-	-
Less than one year - VAT provision	-	58,567	-	-
Less than one year - lease liabilities	66,936	3,472	63,318	-
More than one year - lease liabilities	91,792	6,807	88,604	-
More than one year - Intellectual property payable	253,703	532,593	253,703	532,593
More than one year - accrued interest	6,296	29,537	6,296	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 indicators.  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. Internally generated assets have a useful life of 5 years.

 

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.

Capitalised development costs

Development costs incurred in building the Group's key platform for future expansion have been capitalised in accordance with the requirements of IAS38. Management consider any costs incurred that aid that production of the asset to bring it to technical feasibility so that it can be available for use are capitalised. The majority of these costs consist of salary expenses which an estimated proportion of based on time spent on the development of the asset has been applied. Salary expenses are capitalised because the work done is expected to lead to future economic benefits for the Group.

Estimation of useful life of intangible assets

The Group's intangible assets have been estimated to have the following useful lives:

Intellectual property - 20 years

Internally generated assets - 5 years

 

This is determined based on industry practice, rates used by comparable companies and best estimation of life over which the economic benefits from the use of asset would flow to the group.

Valuation of share options

The Company may grant stock options to acquire common shares of the Company to Directors, Officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes or provides services similar to those performed by an employee.

 

The fair value of stock options is measured on the date of grant, using the Black-Scholes option pricing model, and is recognized over the vesting period. Consideration paid for the shares on the exercise of stock options is credited to share capital.  In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received.

 

5.      Dividends

 

No dividend has been declared or paid by the Group during the period ended 31 January 2025 (2024: £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
	Year ended  31 January 2025 £	16 months ended 31 January 2024 £
Membership sales in UK	3,788,051	2,387,344
	3,788,051	2,387,344

 

Revenue recognised over the period of membership.

 

8.      Cost of Sales

	Group
	Year ended 31 January 2025 £	16 months ended 31 January 2024 £
Prizes awarded to members	936,029	650,279
	963,029	650,279

 

£131,215 (2024: £58,490) inventory was recognised as an expense in the year. £9,797 (2024: nil) loss on sale of stock was recognised in the year. 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
		Year ended 31 January 2025 £	16 months ended 31 January 2024 £
		£	£
Directors' salaries		174,220	80,083
Directors' social security costs		13,029	6,084
Employee salaries and wages		1,150,586	484,644
Advertising and marketing		3,164,131	2,025,334
Audit		62,750	67,998
Accountancy		65,952	30,583
Acquisition Related Costs		-	640,378
Exchange fees		88,214	-
Consulting and professional		490,253	138,328
Office Expenses		228,825	152,684
Card and other processing fees		209,456	133,054
Software and website maintenance		225,796	250,452
Travel and entertainment		27,704	18,550
Recruitment costs		193,603	35,283
Subscriptions		-	378,636
Legal fees		154,775	20,847
VAT liability (including interest)		355,656	398,879
Depreciation and amortisation		158,312	4,328
Share Option Expense		239,820	-
Other expenses		34,973	-
Other gains/losses		9,797	-
Total administrative expenses		7,047,852	4,866,145

£613,601 was capitalised in the year, broken down as follows; directors salaries £46,125, employee salaries £349,710, directors national insurance £5,508, employees national insurance £40,366, directors pension £903, employees' pension £6,776, card processing fees £18,296 telephone £21,310 IT & software £14,988, and consultancy £109,621

 

 

During the period the Group (including its subsidiary) obtained the following services from the Group's auditors and its associates:

		Group
		Year ended 31 January 2025 £	16 months ended 31 January 2024 £
		£	£
Fees payable to the Group's auditor and its associates for the audit of the Consolidated Financial Statements		59,750	63,000
Fees payable to the Group's auditor and its associates for non-audit services		-	110,000
		59,750	173,000

 

10.    Finance expense

			Group
			Year ended  31 January 2025	16 months ended 31 January 2024
			£	£
Bank charges			2,033	2,147
Interest			7,707	-
			9,740	2,147

 

11.    Employee benefits expense (excluding directors' remuneration)

			Group
			Year ended  31 January 2025	16 months ended 31 January 2024
			£	£
Salaries and wages			1,424,311	431,540
Social security contributions and similar taxes			99,734	43,941
Defined Contribution Pension costs			22,106	9,163
Other employment expenses			1,287	-
			1,547,438
Cost capitalisation			(396,852)	-
			1,150,586	484,644

 

The average monthly number of employees for the Company during the year was 3 (period ended 31 January 2024: 2) and the average monthly number of employees for the Group was 43 (period ended 31 January 2024: 11). The average headcount per department is as follows:

 

	Group		Company
	Year ended 31 January  2025	16 months ended 31 January 2024	Year ended 31 January  2025	16 months ended 31 January 2024
Management	5	4	3	2
Operational	37	6	-	-
Administration	1	1	-	-
Total	43	11	3	2

 

 

 

12.    Directors' remuneration (including social security cost)

 

For the year ended 31 January 2025
	Fees and Salaries	Benefits
	£	£
Executive Directors
Charlie Chadd	67,500	-
Joseph Chadd	47,500	-
Non-executive Directors
John Taylor	30,000	-
John Gordon	20,000	-
Keith Harris	4,000	-
David Craven	45,345	-
Max Deely	6,000	-
Peter Shea	-	-
	220,345
Social security cost	19,440
Cost capitalisation	(52,536)
	187,249	-

 

On 28 February 2024, Keith Harris resigned as Director and on the same date, David Craven was appointed as chairman. Max Deeley resigned 18 December 2023, the payment of £6,000 is in relation to his termination pay. Post year end, John Taylor resigned 24 February 2025, Peter Shea was appointed director the same date.

 

 

For the period ended 31 January 2024
	Fees and Salaries	Benefits
	£	£
Executive Directors
Charlie Chadd	27,560	439
Joseph Chadd*	46,849	-
Non-executive Directors
John Taylor	5,040	-
John Gordon	3,359	-
Keith Harris	3,359	-
	86,167	439

 

During the period the highest paid director was Charlie Chadd with a remuneration of £67,500 (16 months period ended 31 January 2024: Charlie Chadd £46,849)

 

 

13.    Taxation

 

		Year ended 31 January  2025	16 months ended 31 January 2024
		£	£
Total Current tax		-	-
Total tax in the Income Statement - credit/(expense)		-	-

 

The tax charges for the year use the standard rate applicable in the UK of 19% (2024- 19%).

		Year ended 31 January  2025	16 months ended 31 January 2024
		£	£
Loss on ordinary activities before tax		(4,208,837)	(3,980,138)
Tax on loss on ordinary activities at standard CT rate of 19%		(799,679)	(756,226)
Non-deductible expenditure		161,325	-
Effect of tax losses not recognised as deferred tax assets		638,354	756,226
Total tax charge for the period		-	-

 

 

The Group has cumulative tax losses of approximately £1,644,757 (2024: loss of £1,006,403) 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 1 October 2022		-		-
Additions		25,244		25,244
As at 31 January 2024		25,244		25,244
As at 1 February 2024		25,244		25,244
Additions		42,584		42,584
As at 31 January 2025		67,828		67,828
Depreciation
As at 1 October 2022		-		-
Charge for the period		2,450		2,450
As at 31 January 2024		2,450		2,450
As at 1 February 2024		2,450		2,450
Charge for the year		9,820		9,820
As at 31 January 2025		12,270		12,270
Net book value as at 31 January 2024		22,794		22,794
Net book value as at 31 January 2025		55,558		55,558

 

The Company does not have any property, plant or equipment (2024: nil).

 

 

 

15.    Right of use Assets

 

Group	Office assets £		Total £
Cost
As at 1 October 2022		-	-
Additions		12,045	12,045
As at 31 January 2024		12,045	12,045
As at 1 February 2024		12,045	12,045
Additions		192,702	192,702
As at 31 January 2025		204,747	204,747
Depreciation
As at 1 October 2022		-	-
Charge for the period		1,877	1,877
As at 31 January 2024		1,877	1,877
As at 1 February 2024		1,877	1,877
Charge for the year		43,948	43,948
As at 31 January 2025		45,825	45,825
Net book value as at 31 January 2024		10,168	10,168
Net book value as at 31 January 2025		158,922	158,922

 

Right of Use Assets represent leasehold premises from which the Group operates, and other equipment assets used in the office.

Company		Office assets £		Total £
Cost
As at 1 February 2023	-			-
Additions	-			-
As at 31 January 2024	-			-
As at 1 February 2024	-			-
Additions	192,702			192,702
As at 31 January 2025	192,702			192,702
Depreciation
As at 1 February 2023	-			-
Charge for the period	-			-
As at 31 January 2024	-			-
As at 1 February 2024	-			-
Charge for the year	(42,823)			(42,823)
As at 31 January 2025	(42,823)			(42,823)
Net book value as at 31 January 2024	-			-
Net book value as at 31 January 2025	149,879			149,879

 

The Right of Use Assets represents the leasehold premises from which the Group operates.

 

16.    Intellectual property (IP)

 

	Group		Company
	As at  31 January  2025	As at 31 January 2024	As at  31 January  2025	As at 31 January 2024
	£	£	£	£
Intellectual Property	840,000	840,000	840,000	840,000
Amortisation	(49,000)	-	(49,000)	-
	791,000	840,000	791,000	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 a finite life of 20 years and therefore have been amortised over this period in line with IAS 36.

17.    Intangible assets

 

	Group		Company
	As at  31 January  2025	As at 31 January 2024	As at  31 January  2025	As at 31 January 2024
	£	£	£	£
Internally generated asset	613,601	-	8,508	-
Amortisation	(44,236)	-	(351)	-
	569,365	-	8,157	-

During the year, the Group capitalised the development costs of the internally generated asset. The assets being developed includes the company website, and backend infrastructure that supports lead capture, subscriptions, payments, redemption of rewards benefits, live prize draw entertainment for subscribers, the instant wins platform and the Good Life International Draw Engine.

The development costs are made up of the payroll fees of the product developers, contractors and software licenses.

The asset has an estimated useful life of 5 years and has been amortised over this period on a straight-line basis.

 

 

NOTES TO THE FINANCIAL STATEMENTS

 

18.    Inventory

 

	Group		Company
Current:	As at  31 January  2025	As at 31 January 2024	As at  31 January  2025	As at 31 January 2024
	£	£	£	£
Gift prizes and vouchers	346,579	183,007	-	-
	346,579	183,007	-	-

 

19.    Trade and other receivables

 

	Group		Company
Current:	As at  31 January  2025	As at 31 January 2024	As at  31 January  2025	As at 31 January 2024
	£	£	£	£
Receivables	-	1,736	5,800	1,438
VAT receivable	36,372	108,718	36,372	108,718
Directors' loan account	7,029	5,029	-	-
Intercompany loan due from subsidiary	-	-	4,258,716	1,349,910
Other receivables	40,215	-	-	-
Prepayments	36,669	-	36,669
	120,285	115,483	4,337,557	1,460,066
Non current:
Other receivables	44,784	-	44,784	-
	44,784	-	44,784	-

 

The intercompany loan is repayable on demand with 30 days' notice and is interest bearing at 2% per annum with an overall maturity of 10 years.

 

Other receivables (Non-current) relates to the Company's rent deposit £44,215 and Other receivables (current) related to receivable from Prestige Cars Kent Ltd  on account of sale of a car held in inventory .

 

20.    Cash and cash equivalents

 

	Group		Company
	As at  31 January  2025	As at 31 January 2024	As at  31 January  2025	As at 31 January 2024
	£	£	£	£
Cash at bank and on hand	1,206,711	608,098	493,299	165,803
	1,206,711	608,098	493,299	165,803

 

The carrying amounts of the Group's cash and cash equivalents are denominated in pounds sterling.

 

During the year, £192,500 (2024; £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.