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NUMERAL LIMITED Annual Report 2018

Nov 10, 2021

48776_rns_2021-11-10_1138b206-c522-4585-a6ca-25395ff580f9.pdf

Annual Report

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02

01

  • CORPORATE INFORMATION
  • COMMENTARY OF THE DIRECTORS
  • 03 CHAIRMAN'S STATEMENT
  • 04 CORPORATE GOVERNANCE REPORT
  • 20 CERTIFICATE FROM THE COMPANY SECRETARY
  • 21 INDEPENDENT AUDITOR'S REPORT
  • 23 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
  • 24 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
  • 25 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
  • 26 CONSOLIDATED STATEMENTS OF CASH FLOWS
  • 27 NOTES TO THE FINANCIAL STATEMENTS

CORPORATE INFORMATION

Date of appointment / Re-Appointed Date of resignation

01 October 2010 / 03 October 2017 15 November 2011 / 03 October 2017

04 July 2011 / 03 October 2017 04 November 2011 / 03 October 2017

Board of Directors

Executive Directors

Marthinus Johannes Wolmarans (CFO) Gerhard Christiaan Jacobus Naudé (CEO) Non-Executive Directors Mohamed Yusuf Sooklall (Chairman) Jean Daniel Laurent Paulin Marie

Bank

With effect from 17 March 2014

State Bank of Mauritius Limited Queen Elizabeth II Avenue, Port Louis Mauritius

Auditors Appointed 01 September 2017

Aejaz Nazir Associates & Co Chartered Certied Accountants 18, Dr. Auguste Rouget Street Port Louis, Mauritius

Secretary & Administrator

Sponsor Information

FinAegis Limited 5th Floor, Atchia Building Cnr Suffren & Eugene Laurent Str. Port Louis Mauritius Arbor Capital Sponsors (Pty) Limited 20 Stirrup Lane, Woodmead Ofce Park Cnr Woodmead Drive & Van Reenens Avenue Woodmead South Africa

COMMENTARY OF THE DIRECTORS

Commentary of the Directors to the Shareholders of Go Life International Limited ("Go Life" or the "Company") and its subsidiaries.

The Directors present their report and the audited nancial statements of Go Life International Limited and its subsidiaries for the year ended 28 February 2018.

There were no changes between the end of the nancial year and date of approval of Annual nancial statements other than in the ordinary course of business.

Principal activities

Go Life International was established to leverage the strength of the existing South African nutraceutical companies, Go Life Health Products and Gotha Health Products (collectively Go Life SA), and to drive the presence of the South African products and brands across the global nutraceutical market. The Go Life product range prides itself on its natural products and supplements originated in the womb of Africa which are scientically developed for the world and enhanced through unique technology.

Go Life International has its primary listing on the Stock Exchange of Mauritius and a secondary listing on the AltX of the JSE.

Results and dividend

The results for the year ended 28 February 2018 are shown on page 23. The Directors did not recommend any payment of dividend for the year under review (2017: nil).

Statement of Directors' responsibilities in respect of the nancial statements

The Company's Directors are responsible for the preparation and fair presentation of the nancial statements, comprising the statement of nancial position as at 28 February 2018, statement of comprehensive income, statement of changes in equity, and statement of cash ows for the year then ended, and the notes to the nancial statements which include a summary of signicant accounting policies and other explanatory notes, in accordance with International Financial Reporting Standards and the Mauritius Companies Act 2001.

The Directors' responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of these nancial statements that are free from material misstatement, whether due to fraud and error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

The Directors have made an assessment of the Company's ability to continue as going concern and have no reason to believe that the business will not be going concern in the period ahead.

...............................

Mohamed Yusuf Sooklall Chairman

............................... Gerhard Naudè CEO

CHAIRMAN'S REPORT

Dear valued shareholders,

On behalf of the Board of Directors, I am honoured to present the 6th Annual Report for Go Life International Limited for the year ending 28 February 2018.

The Company was incorporated on 1 October 2010 as a company limited by shares under the Mauritius Companies Act and holds a Category 1 Global Business Licence (Licence No C110009034) issued by the Mauritius Financial Services Commission.

Go Life International is registered in the Republic of Mauritius and was listed on Stock Exchange of Mauritius on 07 July 2011.

The Company is successfully quoted on the Stock Exchange of Mauritius ("SEM") and the Alternative Exchange("AltX") of the Johannesburg Stock Exchange ("JSE").

"Go Life is set on earning the reputation as being at the forefront of supplying the world with excellent medicinal remedies in addition to superior quality medical equipment."

"Although our founder's initial focus was aimed at leading the global nutraceutical and cosmeceutical markets, Go Life was awakened to an industry that encompasses a picturesque view of the bigger healthcare sector. Go Life's principles are now glued in offering market excellence, ease of use and an extraordinary product range, within the total healthcare sphere."

With our avant-garde focus in mind, numerous companies have been approached to pursue our strategy aiming at acquiring established value adding businesses that t within the mould of our vision. Progress in this regard will be published shortly detailing the zest of the new acquisitions.

The growth momentum for the Go Life group was impressive for the year ending February 2018. Although product sales declined in the Gotha brand, in anticipation of a new marketing and management approach, other segments within the group favourably balanced the scale towards a growth in revenue equal to 29.5%.

The total asset value of the group reected a positive assessment escalation of 9.4% over the gures recorded in the previous nancial year. This escalation supports the trust in wealth associated with retirement and frail care value to the communities.

The group's market capitalization was ZAR 576 million for the year ending February 2018. In acknowledgement of announcements and strategic information (acquisition of Brittan Healthcare) shared in the market, share price positively reacted to ZAR 720 million during that time (November 2017). I am condent that announcements of projects that are already at an advanced stage will solicit the same market reaction, if not better. However, after the completion of a comprehensive due diligence, the company terminated the agreement.

I would like to thank the Board of Directors for the guidance and innovative approach to the very complex market wherein we compete. Even more so, I would like to thank our shareholders for their trust and prolonged support over the period in the company's history.

I have no doubt that 2018 will yield even higher growth and presence in the healthcare industry.

.............................................

Mohamed Yusuf Sooklall Chairman

Date: 31 August 2018

1. INTRODUCTION

In accordance with the Report on Corporate Governance for Mauritius published in 2003, all Public Interest Entities (PIE) must comply with the provisions of the Code of Corporate Governance (the 'Code').

Except as specically stated in this report, the Board of Directors considers that the Company has complied with all material aspects of the principles of the Code for the reporting year ended 28 February, 2018.

2. Director's Commentary and Holding Structure

Director's Commentary

Consistent with the additional focal goals elevated by the board, Go Life is in the process to position itself as a more all encompassing approach to the healthcare industry. This is to be achieved through partnerships that are already well established in the industry.

In execution of the new objectives, a partnership agreement with Elysium Healthcare Africa ("Elysium") was entered into on 22 February 2017. This agreement favourably positions Go Life to compete over a spectrum of disciplines in the Sub Saharan African healthcare market with cutting edge technology ranging from a simple latex medical glove to high end scanners and more. The partnership with Elysium also brings a host of effective and trusted generic medicines to our market.

Having taken all the matters considered by the board and brought to the attention of the board during the year into account, we are satised that the annual report and accounts taken as a whole are fair, balanced and understandable.

3. PRIMARY OBJECTIVE

Go Life held the supplementary market and its enormous potential as the primary market objective. The acquisition of Gotha and its product line proved this to be true. It, however, became apparent that many opportunities to expand the footprint of Go Life in the healthcare industry are lost due to our narrow approach to the market. The board agreed that it would be astute to therefore position Go Life to follow a more holistic approach towards medical care. Such bold strategy would positively position Go Life to enhance value as opposed to being conned to the nutraceutical and natural supplementary medicines market alone.

4. COMPANY OUTLOOK

The Company is in the process of rolling out its alternative and complimentary products to all regions of South Africa. Initially, the sales were regionally focussed in the Eastern Cape, through extending its product offering to more populous areas, the Company expects a signicant growth in its sales.

In addition to expanding its retail capacity, the Company intends offering its products and services through participation in health hubs, community clinics, pharmacies and hospitals. The rationale underlying this approach is not to become the owner of brick and mortar, but rather to partner with investors in that sector.

4. COMPANY OUTLOOK (continued)

To further enhance its offerings, the Company is pursuing a strategy aimed at acquiring business or where merited, securing relationships with targeted business. Through this the Company aims to expand its product range as well as service offerings and where merited, retaining the expertise and knowledge of the founder members of those businesses, by absorbing them into its structures.

The Company holds 100% of Go Life Healthcare, (through its wholly-owned subsidiary, Go Life Global). Go Life Healthcare holds 100% of Gotha Health Products. Go Life also wholly-owns Bon Health Frail Care and Bon Health Properties and 49% of Bon Health Operations.

Bon Health has a frail care focus which also includes Alzheimer's and dementia centres. There is an International need for such facilities and Bon Health has a highly effective and successful reputation and knowledge in managing such facilities.

5. SEGMENT INFORMATION

Go Life International endeavours to set the trend in the global nutraceutical and cosmeceutical markets. The proprietary technology base allows the group to expedite the formulation or creation of novel products to extend current product lines and broaden the product offerings. At present, Bon Health Frail Care operates four frail care centres. Bon Health has been a leading frail care operator in the Western Cape since 2004 and is in the process of securing additional retirement and frail care developments in the rest of South Africa. Bon Health Frail Care has been invited to take over the management of third party frail care facilities, both established and in the design phase.

6. NOTES

The Company is required to publish nancial results for the 12 months ended 28 February 2018 in terms of the Listing Rule 12.14 on the SEM. The abridged audited consolidated nancial statements for the 12 months ended 28 February 2018 (" nancial statements") have been audited by Aejaz Nazir Associates & Co in accordance with the measurement and recognition requirements of IFRS, the requirements of IAS 34: Interim Financial Reporting and the SEM Listing Rules and the JSE Listing requirements.

The accounting policies adopted in the preparation of the nancial statements are consistent with those applied in the preparation of the audited nancial statements of the year ended 28 February 2017.

Copies of the Abridged Audited Consolidated Financial Statements for the 12 months ended 28 February 2018 and the statement of direct and indirect interests of each ofcer of the Company, pursuant to Rule 8(2)(m) of the Securities (Disclosure Obligations of Reporting Issuers) Rules 2007, are available free of charge, upon request to the Company Secretary at the Registered Ofce of the Company at 5th Floor, Atchia Building, Cnr Suffren & Eugene Laurent Streets, Port Louis, Mauritius.

6. NOTES (continued)

The Board accepts full responsibility for the accuracy of the information contained in these nancial statements. The Directors are not aware of any matters or circumstances arising subsequent to the period ended 28 February 2018 that require any additional disclosure or adjustment to the nancial statements.

GROUP STRUCTURE

7. BOARD MEETINGS

The Board of the Company was comprised of four directors (2 executive and 2 non-executive Directors). The proles of the Directors are set out on pages 17 and 18 of the report.

On 29 September 2017 the company issued a communiqué wherein the appointment as Director of the Company of Mr Oliver Bernhardt was rescinded. Mr Bernhardt had formally accepted his directorship but failed to complete any statutory documentation for ling. This failure to comply with the statutory requirements was not in the interest of the shareholders and therefore his appointment was rescinded.

None of the above-mentioned Directors led any submissions for re-election.

Meeting held on 08 March 2017

  • 1.1 The cause for the meeting was to discuss a change in focus regarding the goals of Go Life to include a more holistic approach to the healthcare industry without losing focus on the natural supplementary segment of the market.
  • 1.2 The Go Life partnership with Elysium Healthcare Africa was also discussed and approved by the board.
  • 1.3 A consequent announcement was released on 10 March 2017.

Name of Director Number of meetings attended
Mohamed Yusuf Sooklall 1/1
Gerhard Christiaan Jacobus Naudè 1/1
Annelize Groenewald (In lieu of Company Secretary) As invitee
Bevan Ricoh Ellman (For Go Life Healthcare) As invitee
Susanna Debora Retief Naudè (For Go Life Healthcare) As invitee
Marthinus Johannes Wolmarans 1/1
Jean Daniel Laurent Paulin Marie 0/1

All directors have access to the advice and services of the Company Secretary. None of the directors are currently directors of other Listed Companies on the Stock Exchange of Mauritius.

None of the directors are currently Directors of other Listed Companies on the Stock Exchange of Mauritius.

8. BOARD COMMITTEES

The Board has established the following sub-committees to assist in its decision-making process and aid to effectively perform its duties and responsibilities in line with corporate governance best practices.

  • Corporate Governance Committee
  • Audit Committee
  • Investment Committee

8.1 CORPORATE GOVERNANCE COMMITTEE

The Corporate Governance Committee's aim is to ensure best practice of corporate governance. Since the Company does not have any employees and is managed by FinAegis Ltd, the need for a nomination committee and a remuneration committee does not arise.

Meeting held on 1 September 2017

The purpose of the meeting was to discuss the status of the Annual Financial Statements of Go Life International as late ling was eminent. The reason for this was due the problems encountered with the auditors and obtaining the nancial statements from all the afliates within the company. The late ling was condoned by the committee and approval was obtained from SEM and a subsequent announcement was released on SEM and the JSE.

Meeting held on 27 September 2017

The purpose of the meeting was to discuss the appointment of Oliver Bernhardt to the Board of Directors of Go Life International. The committee came to the decision to rescind Mr Bernhardt's appointment due to the fact that he failed to complete and submit any of the regulatory statutory documentation for ling with the local authorities and SEM. This decision was condoned by the board and a subsequent announcement was released on SEM and the JSE. To this end it was concluded that Mr Bernardt will not be listed in any ofcial documentation relating to Go Life.

Name of Director Number of meetings attended
Mohamed Yusuf Sooklall 2/2
Gerhard Christiaan Jacobus Naudè 2/2
Annelize Groenewald (In lieu of Company Secretary) As invitee
Bevan Ricoh Ellman (For Go Life Healthcare) As invitee
Susanna Debora Retief Naudè (For Go Life Healthcare) As invitee
Marthinus Johannes Wolmarans 2/2
Jean Daniel Laurent Paulin Marie 0/2 - As invitee

The members of the Corporate Governance Committee are:

  • Mohamed Yusuf Sooklall (Chairperson)
  • Marthinus Johannes Wolmarans
  • Gerhard Christiaan Jacobus Naudè

8.2 AUDIT COMMITTEE

The Audit Committee has been set up as a link between the Board, internal audit and external auditors. Its responsibilities include, but are not limited to, reviewing the appropriateness of the Company's accounting policies, assessing the effectiveness of the internal control processes, reviewing the annual nancial statements before their submission to the Board, discussing the results of the external audit process with the external auditors, and providing guidance to the risk management function.

The audit committee is also responsible for the Company's risk management function.

The audit committee considered the expertise and experience of the nancial director and ensured that appropriate nancial reporting procedures exist and are working.

Meeting held on 29 September 2017:

The purpose of the meeting was to discuss the resignation of Grant Thornton as auditors of Go Life International and the approval of the appointment of Aejaz Nazir as auditors of the company. FinAegis Limited (previously Aceter Global limited) was advised as company secretary for their input and obtained the necessary approval from SEM and the Financial Services Commission. This nding of the committee was communicated to the board. The board approved the appointment of Aejaz Nazir and a subsequent announcement was released on SEM and the JSE.

Name of Director Number of meetings attended
Mohamed Yusuf Sooklall 1/1
Gerhard Christiaan Jacobus Naudè 1/1
Annelize Groenewald (In lieu of Company Secretary) As invitee
Bevan Ricoh Ellman (For Go Life Healthcare) As invitee
Susanna Debora Retief Naudè (For Go Life Healthcare) As invitee
Marthinus Johannes Wolmarans 1/1
Jean Daniel Laurent Paulin Marie 0/1

The members of the Audit Committee are:

  • Mohamed Yusuf Sooklall (Chairperson)
  • Jean Daniel Laurent Paulin Marie

8.3. INVESTMENT COMMITTEE

The Investment Committee has been set up to ensure that the major investments are in line with the Board's strategy.

Meeting held on 29 October 2017

The sole reason of the meeting was to discuss the acquisition of Brittan Healthcare ("BHC"). The members of the committee were of the opinion that the acquisition would fall in line with the board's strategy due to the fact that BHC is a well-respected brand within the healthcare industry. The committee members were wary of certain managerial aspects within BHC and agreed that a detailed Due Diligence report should be compiled on the company. All members concurred and a cautionary announcement was released to the public to announce the same.

Meeting held on the 26 February 2018

This meeting was to follow up on the status of the Due Diligence report as requested in the previous meeting held 29 October 2017. The Report highlighted dire issues within the company with clear oversights within the managerial structure and furthermore, there has been a steady decline in revenue opposed to the incline in expenses over the past few years. The members of the committee were of the opinion that the acquisition would not be feasible and in line with the board's strategy and agreed that the acquisition should be terminated. Their ndings were referred to the board and all concurred. An announcement was released to advise the public of the termination.

GO LIFE INTERNATIONAL LIMITED

09

Name of Director Number of meetings attended
Mohamed Yusuf Sooklall As invitee
Gerhard Christiaan Jacobus Naudè 2/2
Annelize Groenewald (In lieu of Company Secretary) As invitee
Bevan Ricoh Ellman (For Go Life Healthcare) As invitee
Susanna Debora Retief Naudè (For Go Life Healthcare) As invitee
Marthinus Johannes Wolmarans 2/2
Jean Daniel Laurent Paulin Marie 0/2

The members of the Investment Committee are:

  • Marthinus Johannes Wolmarans
  • Gerhard Christiaan Jacobus Naudè

Investment Committee meetings are held as and when required.

9. INTERNAL CONTROL AND RISK MANAGEMENT

9.1 INTERNAL AUDIT AND COMPLIANCE

The internal audit function is to ensure that there is an additional oversight to ensure compliance with the regulatory authorities.

It must be noted that Go Life International has no managerial structure and no employees and as such does not have any internal audit department Other than the committees appointed to ensure compliance.

9.2 RISK MANAGEMENT

The Board is responsible for risk management and to ensure that the procedures are in place within the organisation for risk management; for the denition of the overall strategy for risk tolerance; and for the design and implementation of the risk management processes.

The Company's policy on risk management encompasses all signicant business risk including physical, operational, business continuity, nancial, compliance and reputational risk, which could inuence the achievement of the Company's objectives.

During the course of the year, the Board considered the Company's responsiveness to changes within its business environment. The Board is satised that there is an ongoing process, which has been operational.

It is important to note that internal control and risk management structures have been integrated in such a way that the Board of Directors ensures that the mandate stipulated in the listing particulars is carried out. The mandate granted in the listing particulars pertaining the utilization of shareholder funds to acquire shares in Go Life Healthcare and its sub-structures have been extended for the year under review and will only be amended to focus the vision and goals for the next year.

10. INTEREST OF DIRECTORS IN THE EQUITY CAPITAL

Shares held by directors at 28 February 2018:

Name of Director Number of shares
Mr. Mohamed Yusuf Sooklall 6,001,023
Mr. Marthinus Johannes Wolmarans 30,000,000
Mr. Jean Daniel Laurent Paulin Marie 4,000,000

The Directors ensure that their dealings in the Company's shares are conducted in accordance with the principles of the moral code on securities transactions by Directors, as detailed in Appendix 6 of the Stock Exchange of Mauritius Listing Rules.

The Company's Secretary keeps an Interest Register of direct and indirect shareholding in accordance with the Mauritius Companies Act 2001 and is updated as and when information is furnished by the Directors.

11. DIRECTORS REMUNERATION AND BENEFITS

No Directors were remunerated for the period under review.

12. INTEREST OF DIRECTORS IN CONTRACTS

All the Directors have conrmed that they are not materially interested in any contract of signicance with the Company.

13. SERVICE CONTRACTS

The Company has no service contract with any of its Directors.

14. AUDITOR'S REMUNERATION

28 February 2018
USD
Aejaz Nazir Associates & Co 5,000 + VAT

15. DONATIONS

11

The Company made no donations during the year.

16. SHAREHOLDERS

16.1 SHAREHOLDERS HOLDING MORE THAN 5% OF THE COMPANY

Name of Shareholder Number of shares % Shareholding
DANILINOVA TRUST 256,399,000 28,4888
CALITZ TRUST 134,000,000 14,8889
MRS AYYA ROSENOVA MARTINOVA 58,040,806 6,4490
NAUDE EDUAN FAMILY TRUST 369,950,000 41,1056

Shareholder's analysis as at February 28, 2018

Dened Brackets Shareholders Count No. of shares%
1 - 500 48 4,933 0.001
501 - 1000 29 28,069 0.003
1,001 - 5000 196 388,574 0.043
5,001 - 10,000 48 359,006 0.040
10,001 - 50,000 101 2,111,398 0.235
50,001 - 100,000 27 2,130,446 0.237
100,001 - 250,000 17 2,646,581 0.294
250,001 - 500,000 11 3,962,370 0.440
500,001 & Above 20 888,368,623 98.708
Total 499 900,000,000 100

Summary by Shareholder Category

Count Shares %
Individuals 475 123,422,580 13.714
Pension & Provident Funds 1 360,360 0.040
Investment & Trust Companies 4 760,355,000 84.484
Other Corporate Bodies 17 15,862,060 1.762
Total 49 900,000,000 100

17. SHAREHOLDERS

Shareholder's Diary for period ended 28 February 2018:

Financial year end February
Annual Meeting of shareholders No Annual Shareholders meeting occurredfor the period under review. An AGM willhowever occur in August 2018.
Reports and prot statements
Quarterly May, Augustand November
Annual Report and Financial Statements February

18. DIVIDENDS

There was no dividend declared or paid during the year under review.

19. DIVIDEND POLICY

There is no dividend policy in place.

20. SHARE PRICE INFORMATION

The share price as at 28 February 2018 was USD 0.03C on SEM and ZAR 0.64C on JSE.

21. STATEMENT OF DIRECTORS RESPONSIBILITIES

Directors acknowledge their responsibilities for:

  • adequate accounting records and maintenance of effective internal control systems;
  • year and which comply with the (IFRS); the preparation of nancial statements which fairly present the state of affairs of the Company as at the end of the nancial year and the results of its operations and cash ows for that
  • the selection of appropriate accounting policies supported by reasonable and prudent judgements; and
  • fairly presented. the external auditors are responsible for reporting on whether the nancial statements are

The Directors report that:

  • management have been maintained; adequate accounting records and an effective system of internal controls and risk
  • appropriate accounting policies supported by reasonable and prudent judgements and estimates have been used consistently;
  • IFRS have been adhered to. Any departure in the interest in fair presentation has been disclosed, explained and quantied.
  • The Code of Corporate Governance has been adhered to; and
  • Reasons have been provided where there has not been compliance.

22. RELATED PARTY TRANSACTIONS

Note 17 to the nancial statements disclose the related party transactions entered into by the Company during the year.

23. THIRD PARTY MANAGEMENT AGREEMENTS

The Company has not entered into any agreement with third parties during the year.

24. SHAREHOLDERS' AGREEMENTS

There is no shareholders' agreement which affects the governance of the Company by the Board.

25. INTEGRATED SUSTAINABILITY REPORTING

We believe that the success of the Company is also dependent on it shouldering its responsibilities towards all its stakeholders.

Loss of shareholder value as a result of environmental disasters and human rights abuse over the last couple of decades has shown that sustainability or non-nancial issues can have a devastating impact on the bottom line. These events highlight that sustainability cannot be separated from core business strategy and management processes if performance and value optimisation is to be achieved. When it comes to business success, shareholders are no longer the only group of stakeholders that need to be considered and board responsibility has evolved from securing short term gains for shareholders to ensuring the long term sustainable development.

25. INTEGRATED SUSTAINABILITY REPORTING (continued)

The Directors of Go Life International have decided to manage any risks that may compromise the sustainability of the business.

With regards to the management of risks, Go Life, through its committees employed a strict risk management structure. As such, the acquisition of BHC was identied as a risk due to apparent issues within its managerial structure and its lack of effective nancial reporting. In analysing the dimension of the perceived threat, a due diligence was ordered by the investment committee. In treatment of the risk, it was indeed found that the damage within the managerial structure was beyond reasonable repair and it was therefore decided to abandon the acquisition.

It is preferred practise within the ranks of the Go Life Board to manage risks through identifying threats earlier rather than later. To this end, the corporate governance committee identied a stern risk in appointing Oliver Bernhardt to the board of Go Life International. In analysing his non-compliance with basic functions such as deliverance of statutory documentation for ling with the appropriate authorities, the committee saw this in a very serious light and ranked it as a grave omission of a simple function. Therefore, the committee suggested the rescindment of the appointment to the board and thereby managed the risk to the benet of the shareholders.

Go Life has consistently and pro-actively paid specic attention to cost containment measures via consolidation of all operations, administration and supply to reduce duplication and overheads. The internal entities have been structured in a way that allows a core administrative entity which serves all others via a shared services model. In that way nance, Human Resource management, legal, marketing, communication, Information Technology and all other related services are consolidated and structured to serve all sharing business units. This has already resulted in signicant savings and will only improve as further optimisation is done in time to come.

In terms of the logistical and production side of our company, we have also centralised production, supply, delivery, orders and all related aspects thereof to reduce any possible duplication in function and cost. Go Life intends to further develop the practice of consolidation of expenses which will reduce overheads and increase protability.

26. CODE OF ETHICS

In accordance with the requirements of the SEM, the Board of Directors has adopted this Code of Ethics (this "Code") to encourage honest and ethical conduct, including fair dealing and the ethical handling of conicts of interest;

All Directors, ofcers and employees of the Company are expected to be familiar with the Code and to adhere to those principles and procedures set forth in the Code.

Honest and Ethical Conduct

Each Director, ofcer and employee owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and ethical. This includes the ethical handling of actual or apparent conicts of interest between personal and professional relationships. Deceit and subordination of principle are inconsistent with integrity.

26. CODE OF ETHICS (continued)

Each director, ofcer and employee must:

  • Act with integrity, including being honest and ethical while still maintaining the condentiality of information where required or consistent with the Company's policies.
  • Observe both the form and spirit of laws and governmental rules and regulations and accounting standards.
  • Adhere to a high standard of business ethics.
  • Accept no improper or undisclosed material personal benets from third parties as a result of any transaction or transactions of the Company.

27. ROLE AND FUNCTION OF COMPANY SECRETARY

The Company Secretary, duly represented by FinAegis Ltd, ensures that the Board of Directors of Go Life International endorse the Mauritian Code of Corporate Governance and recognise their responsibility to conduct the affairs of Go Life International with integrity and accountability in accordance with generally accepted corporate practices. This includes timely, relevant and meaningful reporting to its shareholders and other stakeholders, providing a proper and objective perspective of Go Life International.

The Directors have, accordingly, established procedures and policies appropriate to Go Life International's business in keeping with its commitment to best practices in corporate governance. These procedures and policies will be reviewed by the Directors from time to time.

The board of directors of Go Life has considered and satised itself on the competence, qualications and experience of the company secretary.

The Directors of Go Life International will adopt the principals of the code, being fairness, accountability, responsibility and transparency.

28. CONSTITUTION

The Company adopted a Constitution on 22 April 2011 and a new one was adopted on 08 October 2015. There is no clause in the Constitution deemed material enough for special disclosure.

29. PROFILES OF THE DIRECTORS

YUSUF SOOKLALL: INDEPENDENT NON-EXECUTIVE DIRECTOR (CHAIRMAN)

Yusuf is a Mauritian citizen and holds a degree in Industrial Relations, Labour Laws and Management. He also holds a Diploma in Negotiation Skills and Communication techniques, as well as Human Psychology. Yusuf is well-respected in the disciplines of Management and Human Resources, a eld where he has more than 25 years' experience. Apart from his role as Director of Go Life International Ltd, among others, Yusuf is also a Director of the Mauritian Board of Investment (BOI), as well as a Director of the Mauritian National Empowerment Foundation. Yusuf also serves as a Director of the Resource Development Council and chairs the NPF (National Pension Fund) Finance and Debt Sub-Committee. Moreover, he also serves as Chairman of the Millennium Development Goal Committee, and he is also a Board member of the Trade Union Trust Fund. Further to this he is a member of the Appeal Tribunal of the Ministry of Education in Human Resources of Mauritius. Apart from his demanding professional life, Yusuf makes time for voluntary and social work to better the quality of life for fellow Mauritians. The business community of Mauritius respects him as a hardworking, reliable and dedicated person who consistently offers excellence in completing the endeavours he undertakes.

GERHARD CHRISTIAAN JACOBUS NAUDè: (CEO)

It is said that there is a relatively small segment of leaders in the business world; individuals who are able to build relationships based on trust and then are able to broker such relationships by making connections between people and creating lasting partnerships and alliances. Gerhard is one of these people that can drive results through collaboration, partnerships and relationships. Recognised as a high-potential executive at a young age, his corporate career took ight with Metropolitan Life Ltd in 1984, where he distinguished himself with drive and leadership skills. Promoted three times in his eightyear tenure, he was appointed as Regional HR Manager in 1989. In 1996, Gerhard co-founded Money Wise Holdings Ltd, a national micro nancing service provider that rapidly expanded to 320 Franchise outlets within two years. Gerhard was appointed Managing Director and spearheaded the listing of Money Wise Holdings Ltd on the Johannesburg Stock Exchange (JSE) in 1998.

MARTHINUS WOLMARANS: (CFO)

Marthinus resigned from the S.A. Defence Force as a Captain in 1991, during which time he completed his Honours in Bachelor of Accounting Science. He completed his Articles of Clerkship at Coopers and Lybrand where he successfully obtained his CA (SA) qualication. As a Senior Audit Manager, he was in charge of numerous audits ranging from listed companies to the SME market. At Coopers & Lybrand consulting division, he obtained valuable experience in project management where he managed various projects implementing the nancial modules of the SAP software in corporate companies. As Senior Financial Planning Manager at Woolworths, he was responsible for the completion and reporting of the management accounts, budget and forecasting process for the whole of Woolworths, with all Group Financial Controller's reporting to him. He managed a new department in Woolworths nance, called Financial Solutions. This new department managed the upgrade and maintenance of all nancial systems and investigated and performed feasibility studies on new business initiatives within Woolworths.

29. PROFILES OF THE DIRECTORS

MARTHINUS WOLMARANS: (CFO) continued

He obtained a Bachelor of Business Management and Administration with honours (Cum Laude) MBA at the University of Stellenbosch while working for Woolworths as Financial Manager. Leaving Woolworths to manage and provide funding for the SMME market from monies received from Unie Bank. He is currently a Managing Director of Smart Finance (Pty) Ltd, where he assists the SMME market in obtaining nancial products and solutions. As Financial Director adding value to Go Life with the listing on the stock exchange of Mauritius that is selling nutraceutical products in South Africa. As director of Vertex Global Wealth, a Mauritius company, he creates international structure and nancial wealth for international high net worth clients.

LAURENT MARIE: NON-EXECUTIVE DIRECTOR

Laurent is a skilled nancial, marketing and business professional with more than eight years comprehensive experience ins selling investment solutions, business proposals and leadership characteristics. He provides investment and business advice to multiple portfolios of high worth individuals. He is currently the executive director of the Company. Laurent holds a Bachelor of Business Administration from the Management College of South Africa.

STATEMENT OF COMPLIANCE

(Section 75(3) of the Financial Reporting Act)

Name of Public Interest Entity ( PIE'):

Go Life International Limited

Reporting Period:

Financial period ended 28 February 2018

Throughout the year ended 28 February 2018 to the best of the Board's Knowledge the organization has not applied:

Principle 8: Relations with Shareholders and Other Key Stakeholders.

    1. General Meeting
    1. Re-election of Directors

Reasons for non-application are:

The intention was to conduct the Annual General meeting earlier in 2017 to avoid unnecessary costs over festive times (December to January) in Mauritius. This intention was overshadowed at the organisational stage when the projection of the political instability in South Africa dominated the news.

Various circumstances resulted in an AGM not occurring in the relevant nancial year, but an AGM was planned to follow outside this period as soon as the international directors availability allowed.

The consequence of the failure to conduct an Annual General meeting resulted in the non-election of directors. In this regard the current directors will remain in ofce until the next Annual General meeting. All directors agreed to the re-appointment via resolution.

The directors are responsible for preparing the corporate governance report. Our responsibility is to report on the extent of compliance with the Code of Corporate Governance as disclosed in the annual report and on whether the disclosure is consistent with the principles of the Code. The directors have given satisfactory explanations on the principles of the Code which have not been complied with. In our opinion, except for the non-disclosure and/or failure to satisfactorily explain the reasons for noncompliance, the disclosure in the annual report is consistent with the principles of the Code.

CERTIFICATE FROM THE COMPANY SECRETARY UNDER SECTION 166 (d) OF THE COMPANIES ACT 2001

We certify that, to the best of our knowledge and belief, we have led with the Registrar of Companies and all such returns as are required of Go Life International Limited under the Mauritius Companies Act 2001 for the nancial period ended February 28, 2018.

............................... FinAegis Ltd Administrator

Date: 31 August 2018

INDEPENDENT AUDITORS' REPORT

Opinion

We have audited the nancial statements of Go Life International Limited and its subsidiaries (the "Group"), which comprise the statements of nancial position as at February 28, 2018 and the statements of prot or loss and other comprehensive income, statements of changes in equity and statements of cash ows for the year then ended, and a summary of signicant accounting policies and other explanatory notes.

In our opinion, the nancial statements on pages 23 to 40 give a true and fair view of the nancial position of the Group and Company at 28 February, 2018 and of its nancial performance and its cash ows for the year then ended in accordance with IFRS and comply with the Mauritius Companies Act 2001.

Basis of Opinion

We conducted our audit in accordance with ISA. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code), and we have fullled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our opinion.

Responsibilities of the Directors for the Financial Statements

The Directors are responsible for the preparation and fair presentation of these nancial statements in accordance with IFRS and in compliance with the requirements of the Mauritius Companies Act 2001 and for such internal control as the Directors determine is necessary to enable the preparation of nancial statements that are free from material misstatement, whether due to fraud or error.

In preparing the nancial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditors' Responsibilities for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the nancial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to inuence the economic decisions of users taken on the basis of these nancial statements.

INDEPENDENT AUDITORS' REPORT (continued)

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks and obtain audit evidence that is sufcient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.
  • Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signicant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the nancial statements or if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and signicant audit ndings, including any signicant deciencies in internal control that we identify during our audit.

Report on Other Legal and Regulatory Requirements

Mauritius Companies Act 2001

  • we have no relationship with, or any interests in, the Company other than in our capacity as auditors;
  • we have obtained all the information and explanations we have required; and
  • in our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records.

............................... AEJAZ NAZIR ASSOCIATES & CO Chartered Certied Accountants

Date: 31 August 2018 Port - Louis, Mauritius

22

STATEMENT OF TOTAL COMPREHENSIVE INCOME For the year ended February 28, 2018

The Group The Company
Notes 2018USD 2017USD 2018USD 2017USD
RevenueOperating expenses 910 1,819,213(1,311,779) 1,404,637(1,169,783) -(48,377) 44(58,107)
Operating prot / (loss)Other operating incomeOther payables written back 507,433487,085-994,518 234,85351,46627,746314,066 (48,377)--(48,377) (58,063)-27,746(30,317)
Finance costs (313,103) (283,741) - -
Prot before taxTaxation 681,414(105,970) 30,325(8,277) (48,377)- (30,317)-
Total comprehensive income / (loss) for the year / period 575,445 22,048 (48,377) (30,317)
Weighted average earnings / (loss) per share (USD cents) 11 0.0639 0.0031 (0.0054) (0.0042)

The notes on pages 27 to 40 form part of these accounts. Auditors' report on pages 21 and 22.

Reported gures for 2017 refer to the 14-months period from January 01,2016 to February 28,2017.

STATEMENT OF FINANCIAL POSITION

For the year ended February 28, 2018

The Group The Company
ASSETS Notes 2018USD 2017USD 2018USD 2017USD
Non-current assetsProperty, plant & equipmentIntangible assetsInvestments 12 7,519,56629,875,239- 6,810,32629,706,864- --34,851,774 --34,851,774
Total non-current assets 37,394,805 36,517,190 34,851,774 34,851,774
Current assetsInventoriesTrade and other receivablesCash and cash equivalentsIncome tax asset 1314 96,830172,698572,72413,760 105,035144,085382,7986,402 -4,47810- -31290-
Total current assets 856,012 638,320 4,488 402
Total assets 38,250,817 37,155,510 34,856,262 34,852,176
EQUITY AND LIABILITIESEquityStated capitalRevenue decit 15 34,965,300(486,536) 34,965,300(1,027,779) 34,965,300(224,627) 34,965,300(176,250)
Net shareholders' fund 34,478,764 33,937,521 34,740,673 34,789,050
Non-current liabilitiesBorrowings 3,424,784 2,988,122 - -
Current liabilitiesTrade and other payablesIncome tax liabilities 16 241,299105,970 229,867- 115,589- 63,126-
Total current liabilities 347,269 229,867 115,589 63,126
Total equity and liabilities 38,250,817 37,155,510 34,856,262 34,852,176

These accounts have been approved by the board of Directors on

Names of Signatories

1. Mohamed Yusuf Sooklall

2. Gerhard Naudè

The notes on pages 27 to 40 form part of these accounts. Auditors' report on pages 21 and 22.

............................... ............................... Signatures

STATEMENT OF CHANGES IN EQUITY

For the year ended February 28, 2018

Stated Capital RevenueDecit Total
THE GROUP USD USD equityUSD
Consolidation adjustment on acquisition of investmentTotal comprehensive income for the periodConsolidation adjustments 34,965,300-- -22,048(1,049,827) 34,965,30022,048(1,049,827)
At 28 February 2017Total comprehensive income for the yearConsolidation adjustment 34,965,300-- (1,027,779)575,445(34,202) 33,937,521575,445(34,202)
At 28 February 2018 34,965,300 (486,536) 34,478,764
Revenue Total
Stated Capital Decit equity
THE COMPANY USD USD USD
At 01 January 2016 9,665,100 (8,279,265) 1,385,835
Issue of shares 25,300,200 - 25,300,200
Total comprehensive loss for the period - (30,317) (30,317)
Share of loss of associate written back - 8,133,332 8,133,332
At 28 February 2017 34,965,300 (176,250) 34,789,050
Total comprehensive loss for the year - (48,377) (48,377)
At 28 February 2018 34,965,300 (224,627) 34,740,673

The notes on pages 27 to 40 form part of these accounts. Auditors' report on pages 21 and 22.

STATEMENT OF CASH FLOWS

For the year ended February 28, 2018

The Group The Company
Notes 2018USD 2017USD 2018USD 2017USD
Cash ows from operating activitiesProt/(loss) for the year/periodAdjustment for: 681,414 30,325 (48,377) (30,317)
DepreciationConsolidation adjustment 3,413(488,228) 8,105(6,373,663) -- --
Net movement before working capital changesInventoriesTrade and other receivablesTrade and other payables 196,6008,205(28,613)11,432 (6,335,232)(105,035)(144,085)229,866 (48,377)-(4,166)52,463 (30,317)-5,63522,844
Net cash ow from operating activities 187,623 (6,354,486) (80) (1,838)
Investing activitiesProperty, plant & equipment 2,303 2,643,987 - -
Movement in net cash resourcesBalance at start of year/period 189,926382,798 (3,710,499)4,093,297 (80)90 (1,838)1,928
Balance at end of year/period 14 572,724 382,798 10 90

The notes on pages 27 to 40 form part of these accounts. Auditors' report on pages 21 and 22.

Reported gures for 2017 refer to the 14-months period from January 01,2016 to February 28,2017.

1. GENERAL INFORMATION

Go Life International, the "Company", was incorporated in the Republic of Mauritius under the Mauritius Companies Act 2001 on 01October 2010. The Company holds a Category 1 Global Business Licence issued by the Financial Services Commission and listed on the Stock Exchange of Mauritius.

The company and the Group are engaged in investment, holding and the distribution of health products.

2. BASIS OF PREPARATION

(a) Statement of compliance

The nancial statements have been prepared in accordance with International Financial Reporting Standards (IFRS).

(b) Basis of measurement

The nancial statements have been prepared on the historical cost basis except for nancial instruments at fair value through prot or loss and derivative nancial instruments measured at fair value.

The methods used to measure fair values are discussed further in note 3.

(c) Functional and presentation currency

These nancial statements are presented in Unites States dollar ("USD"), which is the Group's functional and presentation currency.

(d) Use of estimates and judgements

The preparation of the nancial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income or expenses. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

(e) Going concern

Management have made an assessment of the Group's ability to continue as a going concern and is satised that the Group have the resources to continue in business for the foreseeable future. Furthermore, management is not aware of any material uncertainties that may cast signicant doubt upon the Group's ability to continue as a going concern. Therefore, the nancial statements continue to be prepared on the going concern basis.

(f) Investment in Subsidiaries

In the separate nancial statements of the investor, investments are carried at cost. The carrying amount is reduced to recognise any impairment in the value of individual investments.

Subsidiaries are all entities (including structured 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 de-consolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations by the Group. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration.

Acquisition-related costs are expensed as incurred. Identiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interests in the acquiree either at fair value or at the non-controlling interests' proportionate share of the acquiree's net assets.

The excess, of the consideration transferred, the amount of any non-controlling interests in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree (if any) over the fair value of the Group's share of the identiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the prot and loss as a bargain purchase gain.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(g) Determination of fair value

Information about determination of fair values and valuation of nancial instruments are described in note 3.

3. SIGNIFICANT ACCOUNTING POLICIES

3.1 Impairment of assets

Assets that have an indenite useful life are not 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.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

3.1 Impairment of assets

An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identiable cash ows.

3.2 Financial Instruments

Financial assets

(a) Classication

Financial assets are classied as nancial assets at fair value through prot and loss, loans receivables and available for sale assets. The classication depends on the purpose for which the nancial assets were acquired. Management determines the classication of nancial assets at initial recognition.

Loans and receivables (i)

Loans and receivables are non-derivative nancial assets with xed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classied as non-current assets. The Company's does not have any loans and receivables as at reporting date.

Financial assets at fair value through prot and loss (FVTPL) (ii)

A nancial asset is classied in this category if the asset is a hybrid contract that contains one or more embedded derivatives unless the embedded derivative does not signicantly modify the cash ows that otherwise would be required by the contract or it is clear with little or no analysis when a similar hybrid instrument is rst considered that separation of the embedded derivative is prohibited. Derivatives are also categorized as nancial assets at fair value through prot and loss.

Available-for-sale nancial assets (iii)

Available-for-sale (AFS) nancial assets are those non-derivative nancial assets that are designated as available-for-sale or are not classied as loans and receivables, held to maturity investments and nancial assets at fair value through prot or loss. The available-for-sale category is a residual category for all those nancial assets that do not properly belong to any of the other three categories. Financial assets (that otherwise qualify to be loans and receivables) can also be designated as available-for-sale nancial assets. No such assets were held at balance sheet date.

(b) Recognition, derecognition and measurement

Regular purchases and sales of nancial assets are recognised on the trade date - the date on which the Group commits to purchase or sell the asset.

(b) Recognition, derecognition and measurement (continued)

Investments are initially recognized at fair value plus transaction costs for all nancial assets not carried at fair value through prot or loss. Financial assets carried at fair value through prot or loss are initially recognized at fair value and transaction costs are expensed in the income statement.

Financial assets are derecognized when the rights to receive cash ows from the investments have expired or have been transferred and the Group has substantially transferred all risks and rewards of ownership.

Available-for-sale nancial assets and nancial assets at fair value through prot or loss are subsequently carried at fair value.

Loans and receivables are carried at amortized costs using the effective interest method.

The following are recognized in the income statement as part of interest and dividend income:

  • Interest on available for sale instruments and loans and receivable are calculated using the effective interest method; and (i)
  • Dividend income on available for sale instruments, when the Group's right to receive payments is established. (ii)

Changes in the fair value of monetary and non-monetary securities classied as available for sale are recognized in equity, whereas realized gains and losses on all nancial assets and changes in fair value of nancial assets at FVTPL are recognized in the income statement.

The fair values of quoted investments are based on current bid prices. If the market for a nancial asset is not active, and for unlisted securities, the Group determines fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same, discounted cash ow analysis, and option pricing models making maximum reference to market inputs.

Impairment of nancial assets

The Group assesses at each reporting date, whether there is any objective evidence that any nancial asset or group of nancial assets is impaired.

A nancial asset or group of nancial assets is deemed to be impaired if and only if there is objective evidence of impairment as a result of one or more event that has occurred after the initial recognition of the asset (an incurred 'loss event') and that loss event has an impact on the estimated future cash ows on the nancial asset or group of nancial assets that can reliably be estimated.

Evidence of impairment may include indication that the debtors or group of debtors is experiencing signicant nancial difculty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other nancial reorganization and when observable data indicate that there is a decrease in the estimated future cash ows such changes in arrears or economic conditions that correlate with defaults.

Any loss in the value of an asset held at amortized cost is recognized in the income statement.

Impairment of nancial assets (continued)

For available for sale assets, any decrease in value is recognized directly in equity. However, if there is objective evidence that the asset is impaired, the cumulative loss that has been recognized in equity is removed from equity and recognized in the prot or loss even though the asset has not been derecognized.

Financial liabilities

Financial liabilities permitted to be designated on initial recognition as being at fair value through prot or loss are recognized at fair value, with transaction costs being recognized in prot or loss and are subsequently measured at fair value. Gains and losses on the nancial liabilities designated at fair value through prot or loss are recognized in prot or loss as they arise.

Interest and dividend expenses on all nancial liability instruments are recognized as nance cost in the income statement.

Preference shares which are mandatorily convertible on specic date are classied as equity. These are carried at transaction cost, when they are directly issued in the form of preference shares, or at initial conversion date fair value, when they are converted into preference shares from convertible debentures.

Other nancial assets & liabilities

(a) Trade receivables

Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables.

The amount of provision is the difference between the asset's carrying amount and the present value of estimated future cash ows, discounted at the effective interest rate. The amount of provision is recognized in the statement of comprehensive income.

(b) Other receivables

Fees and other receivables are non-derivative nancial assets with xed or determinable payments. After initial measurement, such nancial assets are subsequently measured at cost less impairment.

3.3 Share Capital

Ordinary shares are classied as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds. The share capital of the company comprises of ordinary shares of no par value shares.

3.4 Cash and cash equivalents

Cash and cash equivalents in the statement of nancial position comprise cash on hand and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignicant risk of changes in value.

Short-term investments that are not held for the purpose of meeting short-term cash commitments and restricted margin accounts are not considered as 'cash and cash equivalents'. For the purpose of the statement of cash ows, cash and cash equivalents consist of cash and cash equivalents as dened above, net of outstanding bank overdrafts.

3.5 Current and deferred income tax

Current income tax liability and deferred tax are provided based on regulations in place in Mauritius.

Deferred income tax is provided in full, using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the nancial statements. Deferred income tax is determined using tax rates that have been enacted by the end of the reporting period and are expected to apply in the period when the related deferred income tax asset is realised, or the deferred tax liability is settled.

The principal temporary differences arise from depreciation on investments in properties and property, plant and equipment, provision for bad debts, retirement benet obligations and tax losses carried forward. Deferred tax assets relating to the carry forward of unused tax losses are recognized to the extent that it is probable that future taxable prot will be available against which the unused tax losses can be utilised.

3.6 Foreign currency

Functional and presentation currency

The nancial statements are presented in US Dollar, which is the Group's functional and presentation currency. Management considers this currency to be its functional currency as its funds are generated in USD and most faithfully reects its business model.

Transactions and balances

Foreign currency transactions are translated using the exchange rates prevailing on the dates of the transactions. Foreign exchange gain and losses resulting from the settlement of such transactions and form the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of comprehensive income.

3.7 Provisions & contingent liabilities

Provisions are recognised when the Group have a present legal or constructive obligation as a result of past events, which it is probable, will result in outow of resources that can be reasonably estimated.

3.7 Provisions & contingent liabilities (continued)

Where the company expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain.

Contingent liabilities are possible obligations that arise from past events and whose existence will only be conrmed by the occurrence or non-occurrence of one or more future events not wholly within the control of the Group. Where it is not probable that an outow of economic benets will be required, or the amount cannot be estimated reliably, the obligations disclosed as a contingent liability, unless the probability of outow of economic benets is remote.

3.8 Revenue recognition

Dividend income is recognised when the right to receive payment has been established.

Interest income is recognised on an accrual basis with assessment for impairment at regular intervals. When loan receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash ow discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income. Interest income on impaired loans and receivables is recognized using the original effective interest rate.

3.9 Expenditure

All expenditure has been accounted on accrual basis.

3.10 Related parties

Related parties are individuals and enterprises where the individual or enterprise has the ability directly or indirectly, to control the other party or exercise signicant inuence over the other party in making nancial and operating decisions.

3.11 Dividend distribution

Dividend distribution to shareholders is recognized in the nancial statements in the period in which the dividends are declared.

4. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

New and amended standards and interpretations

The accounting policies adopted are consistent with those used in the previous nancial year, except for the following new and amended IFRS and IFRIC interpretations effective during that period and applicable at March 01, 2017.

New or revised standards, amendments and interpretations

Recognition of Deferred Tax Assets for Unrealised Losses (Amendments to IAS 12) Disclosure initiative (Amendments to IAS 7) Annual Improvement 2012 - 2014 Cycle

Standards, amendments and Interpretations issued but not yet effective (continued)

IFRS 15 Revenue from Contracts with Customers IFRS 9 Financial Instruments (2009) IFRS 9 Financial Instruments (2010) IFRS 9 Financial Instruments (Hedge Accounting and amendments to IFRS 9, IFRS 7 and IAS 39(2013) IFRS 9 Financial Instruments (2014) IFRS 17 Insurance Contracts IFRIC 23 Uncertainty over Income Tax Treatments Annual Improvements to IFRS Standards 2014-2016 Cycle Prepayment Features with Negative Compensation (Amendments to IFRS 9) Classication and Measurement of Share-based Payment Transactions (Amendments to IFRS 2) Applying IFRS 9 'Financial Instruments' with IFRS 4 'Insurance Contracts' (Amendments to IFRS 4) Long-term Interests in Associates and Joint Ventures (Amendments to IAS 28) IFRS 16 Leases IFRIC 22 Foreign Currency Transactions and Advance Consideration Annual Improvements to IFRS Standards 2015-2017 Cycle Plan Amendment, Curtailment or Settlement (Amendments to IAS 19) Amendments to References to the Conceptual Framework in IFRS Standards Transfers of Investment Property (Amendments to IAS 40)

The Directors do not consider the adoption of the above standards to have a material impact on the nancial statements.

5. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The preparation of the nancial statements requires the Directors to make judgements, estimates and assumptions that affect the reported amount of revenue, expenses, assets and liabilities at the end of the reporting period.

However, uncertainty about these assumptions could result in outcome that could reproduce a material adjustment to the carrying amount of the asset or liability affected in future periods.

Income Taxes

The Group's result is affected by results from its investments held in more than one jurisdiction. Signicant judgement is required in determining the provision for income taxes in jurisdictions the Group have invested in. Management ensures that while assessing fair value for all its investments, account is taken of tax implications in the various jurisdictions. The nal tax outcome might be different from amounts initially recorded and such differences will impact results in the period the outcome is known.

Fair value of nancial instruments

The Group invests in assets which are generally not traded in an active market. A variety of valuation methods are used to determine fair value and such methods are based on market conditions prevailing at reporting date. The nal realized amounts might well be different from amounts used in the preparation of nancial statements.

Revenue

Revenue is calculated on an accrual basis. This usually requires the use of future cash ows expected through the life of the investment. In rare cases, actual cash ows may be different from estimated used and this may have an impact on reported gures.

Impairment of nancial assets

ISA 39 is used as guidance to determine whether a nancial asset is impaired. This requires signicant judgement and factors like economic conditions, market data and duration over which the fair value of an investment is lower than cost.

6. FINANCIAL RISK MANAGEMENT

The Group's activities expose itself to a variety of nancial risks. In order to understand and address the various risk factors, Management has analysed its risk prole as follows:

Credit risk

Credit risk refers to the risk of default on its obligations by the counter party resulting in nancial loss. The credit risks of the Group are limited to nancial assets recognised at reporting date, as shown below.

Management has established mechanisms to ensure that default by any party does not impact negatively on the Group's results.

Group Company
2018 2017 2018 2017
Receivables 172,698 144,085 4,478 312
Cash and cash equivalents 572,724 382,798 10 90

Liquidity risk

Liquidity risk refers to the risk that the Group may not be able to meet its obligations when they fall due. Expected cash ows are used as a prime basis for the assessment of liquidity positions at regular intervals. Financial liabilities with relevant maturity periods are shown below:

Group
2018 < 1 year USD 1< 3 years USD 3 - 5 years USD > 5 years USD Total USD
Payables & Accruals 241,299 - - - 241,299
Borrowings - 3,424,784 - - 3,424,784
2017 < 1 year USD 1< 3 years USD 3 - 5 years USD > 5 years USD Total USD
Payables & Accruals 229,867 - - - 229,867
Borrowings - 2,988,122 - - 2,988,122

Company
2018 < 1 year USD 1< 3 years USD 3 - 5 years USD > 5 years USD Total USD
Payables & Accruals 115,589 - - - 115,589
2017 < 1 year USD 1< 3 years USD 3 - 5 years USD > 5 years USD Total USD
Payables & Accruals 63,126 - - - 63,126

Market risk

Foreign currency risk

The Company is exposed to currency uctuations because of its investments in assets denominated in a currency other than its functional currency mainly the United States Dollars. As such, the Group is exposed to risks of exchange movements of the USD relative to the RAND. The currency prole of the company is shown below.

Group Financial Assets Financial Liabilities Financial Assets Financial Liabilities
2018 2017
RAND 11,700,802 3,656,464 9,870,378 3,154,862

The Company's exposure to foreign currencies is considered not signicant.

The following table shows the sensitivity of net income and equity to changes in the USD/RAND exchange rate if there were a 10% change in the exchange rate between these two currencies.

The Group Increase by 10% Decrease by 10% Increase by 10% Decrease by 10%
2018 2017
Net effect 75,733 (61,963) (68,806) 84,096

Equity price risk

Available for sale assets are equity shares that are not being traded in an open market. As such, the Company is not exposed to equity price risk. The valuation of the shares will depend on the investee Company's overall strategy and performance.

Interest rate risk

The Company's exposure to interest rate risk is limited to its bank balance and the interest thereon is based on market rates.

Management does not consider the impact of interest risk to be material.

7. CAPITAL RISK MANAGEMENT

The Group has been incorporated with a capital contributed by its shareholders. The Group's objective is to safeguard the existing capital base and keep the Group as a going concern with a sound nancial base to host future investments.

This is done by monitoring capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of the statement of nancial position.

8. FAIR VALUE ESTIMATION

Fair value of instruments traded in an active market is based on quoted market price at the balance sheet date. Financial assets which are not traded in an active market are fair valued using a variety of methods including estimated discounted cash ows, market conditions etc. As required by IFRS 7, the Group needs to classify fair value measurements using a fair value hierarchy that reects the signicance of the inputs used in making the measurements. The hierarchy is explained as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted market prices included within Level 1 that are observable from the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Input that are not based on observable market data.

A summary of the fair value hierarchy of assets and liabilities of the Company is shown below. The Group did not hold any such assets.

Investment insubsidiaries Level 1USD Level 2USD Level 3USD TotalUSD
At 28 February 2018 - - 34,851,774 34,851,774
At 28 February 2017 - - 34,851,774 34,851,774

The Company

9. REVENUE The Group The Company
2018 2017 2018 2017
USD USD USD USD
Finance income 1,819,213 1,404,637 - 44
10. OPERATING EXPENSES The Group The Company
2018 2017 2018 2017
USD USD USD USD
Licencing fees 13,330 38,117 13,330 38,117
Professional fees 25,025 9,768 25,025 9,768
Audit fees 6,900 9,700 6,900 9,700
Bank charges 130 150 130 150
Rent - 372 - 372
Other expenses 1,266,394 1,111,676 2,992 -
1,311,779 1,169,783 48,377 58,107
11. EARNINGS/(LOSS) PER SHARE
Earnings/(loss) per share calculated as shown below.
Total comprehensive income/(loss) for the year/period 575,445 22,048 (48,377) (30,317)
Weighted average number of shares in issue for year/period 900,000,000 715,270,875 900,000,000 715,270,875
Basic and headline earnings/(loss) per share (USD cents) 0.0639 0.0031 (0.0054) (0.0042)
Adjusted headline earnings/(loss) per share (USD cents) 0.0639 0.0031 (0.0054) (0.0042)

There are no reconciling items between basic earnings and headline earnings as the group has no dilutory instruments in issue.

12. INVESTMENTS

The Company 2018 2017
Investment in Associates USD USD
At start of year / period - 1,418,242
Consolidation adjustment - 8,133,332
Transfer to subsidiaries - (9,551,574)
At end of year/period - -
Investment in Subsidiaries
At start of year/period 34,851,774 -
Shares acquired during the year - 25,300,200
Transfer from associates - 9,551,574
At end of year/period 34,851,774 34,851,774
Analysis of nancial assets
Equity holdings % Holding Country ofIncorporation Number ofshares Type ofholding
Go Life Global Ltd 100% Mauritius Ordinary Direct
Biotech Nutra Ltd 100% Mauritius Ordinary Direct
Go Life Health Products Ltd 100% South Africa Ordinary Indirect
Gotha Health Products (Pty) Ltd 100% South Africa Ordinary Indirect
Bon Health Care (Pty) Ltd 100% South Africa Ordinary Indirect
Bon Health Properties (Pty) Ltd 100% South Africa Ordinary Indirect
Bon Health Operations (Pty) Ltd 49% South Africa Ordinary Indirect
13. TRADE & OTHER RECEIVABLES The Group The Company
2018 2017 2018 2017
USD USD USD USD
Other receivables 172,698 144,085 4,478 312
14. CASH RESOURCES The Group The Company
2018 2017 2018 2017
USD USD USD USD
Cash at bank 572,724 382,798 10 90
The Company
2017
USD
9,665,100
25,300,200
34,965,300
No. of shares
899,999,900
100
900,000,000
34,965,300-34,965,300899,999,900100900,000,000
16. TRADE & OTHER PAYABLES The Group The Company
2018 2017 2018 2017
USD USD USD USD
Other payables 183,761 210,737 58,051 43,997
Due to related parties 57,537 19,130 57,537 19,130
241,299 229,867 115,589 63,126

17. RELATED PARTY TRANSACTIONS The Group The Company
2018 2017 2018 2017
USD USD USD USD
(a) Amount due at end of year/period
Amount payable 57,537 19,130 57,537 19,130

(b) Pricing policies

The above transactions were conducted on market terms and conditions. The Directors have ensured that all such activities were undertaken on arm's length basis.

18. EVENTS AFTER THE REPORTING PERIOD

There were no events which arose after the reporting period which required adjustment to the nancial statements. Please note that an AGM is planned for August 2018, based on international travel plans and availability of internationally based board members.