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IDP Innovaderma Plc

29.00
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Innovaderma Plc LSE:IDP London Ordinary Share GB00BT9PTW34 ORD EUR0.10
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 29.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

InnovaDerma PLC Final Results (8569N)

31/10/2016 10:25am

UK Regulatory


Innovaderma (LSE:IDP)
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RNS Number : 8569N

InnovaDerma PLC

31 October 2016

InnovaDerma PLC

("InnovaDerma", the "Company" or the "Group")

Final results for the 12 months ended 30 June 2016

A Year of Transformational Growth

InnovaDerma (LSE: IDP), a UK developer of 'at-home' and clinically proven treatments for hair loss, hair care, self-tanning and skin rejuvenation, is pleased to announce its final results for the period ended 30 June 2016.

InnovaDerma PLC was incorporated on 19 September 2014 to become the holding company for InnovaDerma ANZ and the other companies in the InnovaDerma Group, in order to list them on a recognised stock exchange. The previous financial year therefore ran from 19 September 2014 to 30 June 2015 (FY2015).

Financial and Operational Highlights

-- Group revenue grew strongly to AUD$8.4m (FY2015: AUD$1.05m) reflecting underlying organic growth and transformation of the Skinny Tan business, which grew more than 10-fold in revenue since its acquisition in May 2015

   --      Gross profit increased significantly to AUD$4.8m (FY2015: AUD$0.70m) 
   --      Profit before tax of AUD$0.47m (FY2015: AUD$ loss of 0.90m) 

-- Expansion of international distribution and retail network is key to growth and financial performance. As at 30 June 2016, the Company had 2,500 retail points (FY2015: 250) in seven countries

-- Skinny Tan, launched in Superdrug in February 2016, is now stocked in UK stores nationwide and since achieved being the No.1 selling tanning brand by revenue

-- Secured a distribution agreement with Olive Young, Korea's largest health and beauty store chain. Skinny Tan is currently sold in Olive Young's 550 stores nationwide and is distributed through PROS Korea, a distributor for InnovaDerma products for North East Asia

-- Secured a distribution with Chemist Warehouse for distribution of Skinny Tan across all of its 320 stores in Australia

-- Skinny Tan brand has grown from 14 to 25 products with a strong emphasis on product development to increase shelf space and cater for multiple international markets

-- Developed and launched Skinny Tan "Professional Range" of products aimed at beauty and tanning salons and skin rejuvenation clinics in Australia, UK and the US

-- Direct to consumer marketing through social media channels drove revenue growth and enabled Skinny Tan to grow in popularity

Post Period End and Outlook

-- Strong infrastructure, scalable business and resources now in place to support brand development across whole product range to drive future performance as a result of focus on growing Skinny Tan

-- As announced today, the Group has successfully entered in the United States and secured retail and e-tailer distribution deals with GNC Holdings, Inc. , Quidsi, Inc., a subsidiary of Amazon.com, Inc. and Jet.com, a subsidiary of Wal-Mart Stores, Inc

-- Established US subsidiary and appointed Joseph Panetta as Executive Vice President to accelerate growth in the American market, as announced this morning

   --      Further Skinny Tan brand extensions expected to be rolled out soon 

-- Focused on developing new and highly effective products in hair care, hair loss treatment and skin rejuvenation for release in 2017

-- Continue to focus on expanding distribution and retail network (both physical stores and e-tailers) in new and existing territories

-- Strategic decision to move production to the UK from Australia to improve supply chain and operating margins, as announced on October 24(th)

   --      Trading since the period end continues strongly 

Haris Chaudhry, Executive Chairman said:

"This has been a year of transformation growth for the Group with exceptional financial and operational results driven by a highly disciplined and agile approach. Our strategic decision to grow Skinny Tan, a premium self-tanner brand, has enabled us to expand our retail and distribution network and, importantly, provided us with a scalable business and a global supply chain which we can leverage to continue to grow our brands across the Group and drive future business performance.

The Group continues to go from strength to strength since the period end and we are delighted to announce this morning that we have successfully entered the US market and secured distribution deals with three blue-chip organisations. New product development remains a key focus for us and we will be rolling out brand extensions, together with new products, for international markets this year and next. We are trading profitably and the Board looks to the future with confidence and optimism."

Further enquiries:

 
 InnovaDerma 
  Haris Chaudhry/Joe Bayer      +61 (0)3 9111 0071 
---------------------------  ----------------------- 
 Sole broker 
  Hybridan LLP 
  Claire Noyce                  +44 (0)203 764 2341 
---------------------------  ----------------------- 
 Cardew Group 
  Shan Shan Willenbrock 
  David Roach 
  Emma Ruttle                   + 44 (0)20 7930 0777 
---------------------------  ----------------------- 
 

About InnovaDerma:

InnovaDerma PLC (LSE: IDP) specializes in the research, manufacture and marketing of clinically proven products in hair loss, anti-ageing and beauty sectors. InnovaDerma has presence in the UK, US, Australia, New Zealand, Philippines, South Africa, Hong Kong and South Korea.

www.innovaderma.com

Chairman's Review of the business, performance & position

Introduction

I am pleased to present our maiden final results for year ended 30 June 2016. In September of this year, we were admitted to the Standard Listing segment of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange. This, combined with a year of excellent progress is particularly pleasing as the Group has delivered a strong performance and solid growth on all key performance measures.

Financial and Operational Performance

Our revenue and profit performance has been consistently strong throughout the year, reflecting the rapid growth of Skinny Tan which the company has transformed and grown more than 10-fold in revenue since its acquisition in May 2015. Skinny Tan is a premium self-tanner brand that combines a natural tanning active, to tan and reduce the visible appearance of cellulite. The business, which we acquired in May 2015, was successfully integrated in Q2 of 2015. Due to the international appeal of the brand and strong performance, the Board decided to focus on growing Skinny Tan as a premium brand, expanding its retail distribution network globally to accelerate revenue and profit growth. Importantly our strategy to focus on Skinny Tan has enabled us to build a scalable business and a global supply chain from which we can leverage and continue to grow our brands across the Group.

This strategy has delivered impressive growth and the Group's revenue grew by 800% to AUD$8.4m (FY2015 AUD$1.5m) and profit before tax increased to AUD$0.473m, compared to a loss of AUD$0.90m in the previous year. As at 30 June 2016, InnovaDerma had 2,500 retail points in seven countries (FY2015: 250). In the period under review, the Board secured the following key retail distribution agreements:

In the period under review, the Board secured the following key retail distribution agreements:

-- In February 2016, Skinny Tan was launched as a new brand in 220 of Superdrug's stores and by July 2016, it was stocked in all 776 of its stores throughout the UK. In the same month Skinny Tan became the No.1 selling tanning brand in Superdrug by revenue. Post period end, Skinny Tan won Best Breakthrough Brand 2016 at the Superdrug Supplier Conference.

-- In Asia, the Company secured a distribution agreement with Olive Young, Korea's largest health and beauty store chain. Skinny Tan is currently sold in Olive Young's 550 stores nationwide and is distributed through PROS Korea, a distributor for InnovaDerma products for North East Asia.

-- InnovaDerma secured a distribution agreement with Chemist Warehouse for distribution of Skinny Tan across all of its 320 stores nationwide in Australia. Chemist Warehouse with annual revenues of more than AUD$2.7bn (GBP1.5bn) is one of the leading and fastest growing pharmacy chains in Australia.

We place strong emphasis on product development and in the period under review, we extended Skinny Tan from 14 to 25 products including the Skinny Tan Professional range of products. By extending the brand and creating complementary products it enables us to capitalise on the complete self-tanning cycle from the initial priming, to tanning as well as maintaining the tan.

We also launched Skinny Tan Professional Range of products aimed at beauty and tanning salons and skin rejuvenation clinics in Australia, UK and the US. To complement and extend our brand within the Professional Range, we developed the Skinny Tan Accredited Training Course which provides a manual together with a licensed training certificate upon completion of the Licensed Spray Tanner course.

Entry into the American Market

As announced earlier today, we have successfully entered the American market which we believe represents significant potential for future growth and proves our ability to enter new and complex geographies. We began marketing trials in the US for Skinny Tan in the spring of 2016 and, owing to their success, we have secured a retail distribution deal with GNC Holdings, Inc., a leading global speciality retailer of health and wellness products listed on the New York Stock Exchange. Skinny Tan will be initially rolled out to 655 of GNC's 6,000 stores nationwide. Additionally, we have secured the distribution of Skinny Tan with highly established e-tailers: Soap.com, a retail site owned by Quidsi Inc., its parent company, which is ultimately owned by Amazon.com, Inc, and Jet.com, a subsidiary of Wal-Mart Stores, Inc.

To support our growth plans in the American market, we have established Innova Science, Inc. ("Innova Science"), a wholly-owned subsidiary of the Group, and appointed Joseph Panetta as Executive Vice President and President of Skincare to lead the American business.

Production move to the UK

As announced on 24 October 2016, the Group will be moving a significant part of its production to the UK, from Australia which will significantly improve the Company's supply chain to its most important growth markets and key customers. We expect a notable improvement in the operating margins of the business because of lower freight and logistics costs and minimised currency exchange exposure. The cost benefits are expected to have a positive impact on the Company's financial performance from the second half of the financial year 2017.

People

On behalf of the Board, I would like to welcome Joseph Panetta to InnovaDerma who brings with him extensive experience in consumer brands, and we look forward to working with him to grow the business in the US. This has been a year of transformation for the business and our employees are the key to our success, so, on behalf of the Board, I would like to extend our appreciation and thanks for their commitment and hard work during this period of significant growth for the Group.

Strategy and Outlook

Our focus on growing Skinny Tan's revenue through an international retail and distribution network has opened access to a global supply chain for the whole Group. In the year under review we have re-organised the business, increased our resources and established a solid infrastructure to support our growing business. The Board believes there are significant opportunities for future expansion and our strategy is therefore focused on building on and leveraging our achievements to date. We will:

   --      Continue to expand our distribution and e-tailer network in new and existing territories 

-- Extend the Skinny Tan brand to leverage customer and brand loyalty. Further brand extensions are expected to be rolled out soon

-- Continue to focus on digital direct to consumer strategy which has supported revenue growth and enabled Skinny Tan to grow in popularity

-- Focus on the growth and product development of the Group's other brands including haircare, hair loss treatment and skin rejuvenation

   --      Continue to seek value added acquisition targets to integrate into the business 

Since the period end, the Company continues to trade strongly and is making excellent progress. This, together with our strong brands and positive market trends, means we are confident of the future and of delivering value to our shareholders.

Financial Review

Overview

The Group achieved excellent results for the year ended 30 June 2016, driven by underlying organic growth and the transformation of the Skinny Tan business which delivered very strong sales growth.

Group revenues grew to AUD$8.4m (FY2015: AUD$1.05m) largely as a result of the successful integration and restructuring of the Skinny Tan business acquired in May 2015. Profit before tax was AUD$0.47m (FY2015: loss of AUD $0.90m). Additional other income of AUD$64,671 was recorded as a result of export development grants for the UK brand launch.

Net asset value increased to AUD$3.15m as at 30 June 2016, representing a 16.6% increase from 30 June 2015 (AUD$2.69m).

Operating results

The Group's operating profit, excluding other income, was AUD$0.41m (2015: loss of AUD$0.90m). This reflected the significant investment in people resources and brand marketing to drive the turnaround in the Skinny Tan brand. Further investment was made in the US to create brand awareness and test market the direct to consumer channels. As a result of securing distribution deals in America and to capitalise on the identified retail distribution opportunities, the Group appointed Joseph Panetta as Executive Vice President of Innova Science Inc., a wholly owned subsidiary of InnovaDerma PLC.

The Group achieved gross margins of 57% (FY2015: 67%) reflecting the move towards a wider distribution network for Skinny Tan and a significant skew in revenue terms away from the higher margin Leimo (hair care) business. Gross margins are inclusive of delivery costs to our customers and therefore we have been reviewing the high freight cost (excluding Australia) to our growth market in the UK, and in the future, the US. The decision to move manufacturing to the UK will significantly reduce the supply chain timeline and the expensive overseas shipping costs.

The focus in the period under review was to grow and commercialise the Skinny Tan brand value whilst still maintaining a steady Leimo performance. Overheads grew to $4.38m, of which marketing was AUD$2.26m and salaries AUD$1.06m. Staff numbers were reduced in the lower cost Philippines service centre and replaced by a smaller number of higher value employees in marketing and supply chain roles in Australia and the UK.

Cash and net debt

The Group's cash and cash equivalents as at 30 June 2016 were AUD$0.21m (FY2015: $0.21m). The Group has no externally financed borrowing and loans but has related party loans of $1.078m which have been carried forward from prior to listing. The Group has largely self-funded the growth in assets by astute cash management and a strong focus on cost control.

The growth in trade receivables and inventory for 2016 over 2015 of AUD$2.62m has been partially funded by the increase in trade payables of AUD$2.01m over the same period with the balance coming from the increase in related party loan of AUD$0.39m and internally generated cash flow.

The Group is currently reviewing various funding options to support the planned significant growth in both geographical spread and new product development. It is recognised by the board that whilst we have successfully internally funded the growth over the last twelve months, the impetus for sustaining and expanding the scope of business operations will require further funding.

Taxation

The charge for taxation for the full year was AUD$0.13m with the Group carrying a deferred tax asset of AUD$0.18m. The Group has utilised carried forward tax losses where possible.

All corporate tax liabilities across the various geographical regimes have been accounted for.

Dividends

The board has elected not to declare a dividend at this time.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEARED 30 JUNE 2016

 
                                                                        Note                            Year ended                             Period from 19 
                                                                                                                                               September 2014 
                                                                                                                                               to 30 June 2015 
                                                                                                        30 June 2016                                  $ 
                                                                                                             $ 
                                                                              --------------------------------------  ---------------------------------------- 
                         Revenue                                           7                               8,412,696                                 1,047,651 
                         Cost of sales                                                                   (3,580,405)                                 (345,733) 
                                                                              --------------------------------------  ---------------------------------------- 
                         Gross profit                                                                      4,832,291                                   701,918 
 
                         Other income                                                                         64,671                                         - 
 
                         Marketing 
                          expenses                                                                       (2,257,847)                                 (849,347) 
                         Administrative 
                          expenses                                                                       (1,044,259)                                 (431,862) 
                         Wages and 
                          salaries                                                                       (1,056,315)                                 (184,947) 
                         Listing expenses                                                                   (65,914)                                 (136,056) 
                                                                              --------------------------------------  ---------------------------------------- 
                         Operating 
                          profit/(loss)                                                                      472,627                                 (900,294) 
 
                         Profit/(loss) 
                          before 
                          tax                                                                                472,627                                 (900,294) 
                         Tax expense                                       6                               (125,248)                                         - 
 
                         Net 
                          profit/(loss) 
                          for 
                          the period                                                                         347,379                                 (900,294) 
 
                         Other 
                          comprehensive 
                          income/(loss)                                                                       24,744                                   (7,707) 
                                                                              --------------------------------------  ---------------------------------------- 
                         Total 
                          comprehensive 
                          income/ (loss) 
                          for the 
                          period                                                                             372,123                                 (908,001) 
                         Attributable to: 
                         Owners of the 
                          parent                                                                             246,434                                 (908,001) 
                         Non-controlling 
                         interests                                                                           125,689                                         - 
                                                                              --------------------------------------  ---------------------------------------- 
                                                                                                             372,123                                 (908,001) 
 
                         Basic & diluted 
                          profit/(loss) 
                          per share                                       28                                    0.04                                    (0.12) 
                                                                              --------------------------------------  ---------------------------------------- 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2016

 
 
 
 
                                             30 June 2016    30 June 2015 
                                   Note            $               $ 
                                           --------------  -------------- 
 Current assets 
 Cash and cash equivalents              8         207,682         212,618 
 Trade and other receivables            9       1,970,619         112,142 
 Inventory                             10       1,107,635         341,794 
 Prepayments and other 
  assets                               11          75,006          69,411 
                                           --------------  -------------- 
 Total current assets                           3,360,942         735,965 
 Non-current assets 
 Property, Plant and 
  Equipment                                        14,362          16,509 
 Intangible assets                     12       3,480,804       3,418,479 
 Other assets                                           -           3,298 
 Deferred tax asset                    13         176,782               - 
                                           --------------  -------------- 
 Total non-current assets                       3,671,948       3,438,286 
 Total assets                                   7,032,890       4,174,251 
                                           --------------  -------------- 
 Current liabilities 
 Trade and other payables              14       2,799,695         788,322 
                                           --------------  -------------- 
 Total current liabilities                      2,799,695         788,322 
 
 Non-current liabilities 
 Borrowings                            15       1,078,912         688,063 
 Deferred tax liability                16           7,264               - 
                                           --------------  -------------- 
 Total non-current liabilities                  1,086,176         688,063 
                                           --------------  -------------- 
 Total liabilities                              3,885,871       1,476,385 
                                           --------------  -------------- 
 Net assets                                     3,147,019       2,697,866 
                                           --------------  -------------- 
 Equity 
 Shares                                17       2,496,023       2,479,468 
 Share premium                                  2,553,149       2,492,674 
 Merger reserve                        18     (1,308,057)     (1,308,057) 
 Foreign exchange reserve                          17,037         (7,707) 
 Accumulated losses                    19       (736,822)       (958,512) 
 Non-controlling interests                        125,689               - 
                                           --------------  -------------- 
 Total equity and reserves                      3,147,019       2,697,866 
                                           --------------  -------------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR

1 JULY 2015 TO 30 JUNE 2016

 
                   Ordinary        Share          Merger       Foreign    Accumulated   Non-controlling   Total Equity 
                     Share        Premium        Reserve       Exchange      Losses        interests 
                    Capital                                    Reserve 
                       $             $              $             $            $               $               $ 
 Balance as at 
  1 July 2015       2,479,468      2,492,674    (1,308,057)     (7,707)     (958,512)                 -      2,697,866 
 
 Comprehensive 
 income 
 Profit/ (loss) 
  for the 
  period                    -              -              -           -       221,690           125,689        347,379 
 Other 
  comprehensive 
  income                    -              -              -      24,744             -                 -         24,744 
                 ------------  -------------  -------------  ----------  ------------  ----------------  ------------- 
 Total 
  comprehensive 
  income for 
  the period                -              -              -      24,744       221,690           125,689        372,123 
                 ------------  -------------  -------------  ----------  ------------  ----------------  ------------- 
 
 Transactions 
 with owners, 
 in their 
 capacity as 
 owners 
 Shares issued         16,555         60,475              -           -             -                 -         77,030 
 Cost of shares 
 issued                     -              -              -           -             -                 -              - 
                 ------------  -------------  -------------  ----------  ------------  ----------------  ------------- 
 Total 
  transactions 
  with owners, 
  in their 
  capacity as 
  owners               16,555         60,475              -           -             -                 -         77,030 
                 ------------  -------------  -------------  ----------  ------------  ----------------  ------------- 
 
 Balance at 30 
  June 2016         2,496,023      2,553,149    (1,308,057)      17,037     (736,822)           125,689      3,147,019 
                 ------------  -------------  -------------  ----------  ------------  ----------------  ------------- 
 
 
 CONSOLIDATED STATEMENT OF CASH FLOWS 
 
  FOR THE PERIOD 1 JULY 2015 TO 30 JUNE 
  2016 
                                                            Year ended      Period 
                                                             30 June        from 19 
                                                               2016        September 
                                                                            2014 to 
                                                                            30 June 
                                                                $            2015 
                                                   Note                        $ 
                                                         -------------  ------------ 
 Cash flows from operating activities 
 Receipts from customers                                     6,554,219     1,000,968 
 Payments to suppliers and employees                       (7,040,706)   (1,708,565) 
 Interest received                                                 128             - 
 EMDG Grants received                                           64,543             - 
 Payments for corporate listing (non-repeating)                      -     (136,056) 
 Net cash used by operating activities              25       (421,816)     (843,653) 
                                                         -------------  ------------ 
 
 Cash flows from investing activities 
 Purchase of property, plant and equipment                           -      (18,343) 
 Payments for product development                             (62,325)      (31,922) 
 Net cash received on acquisition of 
  subsidiaries                                                       -        32,771 
 Purchase of Skinny Tan Pty Ltd                                      -      (50,000) 
                                                         -------------  ------------ 
 Net cash used by investing activities                        (62,325)      (67,494) 
                                                         -------------  ------------ 
 
 Cash flows from financing activities 
 Proceeds from borrowings                                      390,849        22,838 
 Repayments of borrowings                                            -     (106,527) 
 Proceeds from convertible notes                                     -       127,510 
 Proceeds from shares issued                                    63,612     1,391,162 
 Transaction costs for shares issued                17               -     (311,218) 
                                                         -------------  ------------ 
 Net cash from financing activities                            454,461     1,123,765 
                                                         -------------  ------------ 
 
 Increase/(decrease)in cash and cash 
  equivalents                                                 (29,680)       212,618 
 Cash and cash equivalents at the beginning 
  of the period                                                212,618             - 
 Effect of movement in foreign exchange 
  rates                                                         24,744             - 
                                                         -------------  ------------ 
 Cash and cash equivalents at the end 
  of the period                                     8          207,682       212,618 
                                                         -------------  ------------ 
 
 
 
 PARENT COMPANY STATEMENT OF 
  FINANCIAL POSITION 
 
  AS AT 30 JUNE 2016 
                                   Note    30 June 2016    30 June 2015 
                                                                 $ 
                                         --------------  -------------- 
 
   Non-current assets 
 Intercompany receivable             20       3,568,627       1,157,379 
 Investment in subsidiaries                      45,180          50,175 
 Goodwill                            12       1,399,424       3,892,098 
                                         --------------  -------------- 
 Total non-current assets                     5,013,231       5,099,652 
                                         --------------  -------------- 
 Total assets                                 5,013,231       5,099,652 
                                         --------------  -------------- 
 
 Current liabilities 
 Trade and other payables                        36,680          14,363 
 Total current liabilities                       36,680          14,363 
                                         --------------  -------------- 
 
 Non-current liabilities 
 Convertible notes                              127,510         127,510 
                                         --------------  -------------- 
 Total non-current liabilities                  127,510         127,510 
 Total liabilities                              164,190         141,873 
                                         --------------  -------------- 
 
 Net assets                                   4,849,041       4,957,779 
                                         --------------  -------------- 
 Equity 
 Shares                              14       2,496,023       2,479,468 
 Share premium                                2,553,149       2,492,674 
 Retained earnings                            (200,131)        (14,363) 
                                         --------------  -------------- 
 Total equity and reserves                    4,849,041       4,957,779 
                                         --------------  -------------- 
 

In accordance with section 408 of the UK Companies Act 2006, the company is availing itself of the exemption from presenting its individual statement of profit or loss and other comprehensive income. The company's loss for the financial period as determined in accordance with IFRS's is $185,768. The company had no cashflow in the period, and therefore no cashflow statement has been prepared.

 
 
 
 PARENT COMPANY STATEMENT OF CHANGES IN EQUITY 
                                                      Ordinary        Share Premium     Retained     Total Equity 
  FOR THE YEARED 30 JUNE 2016                   Share Capital                       Earnings 
                                                         $                 $              $              $ 
 Balance brought forward from 30 June 2015              2,479,468         2,492,674     (14,363)        4,957,779 
 
 Comprehensive income 
 Loss for the period                                            -                 -    (185,768)        (185,768) 
 Total comprehensive income for the period                      -                 -    (185,768)        (185,768) 
                                                 ----------------  ----------------  -----------  --------------- 
 
 Transactions with owners, in their capacity 
  as owners 
 Issue of shares                                           16,555            60,475            -           77,030 
 Total transactions with owners, in their 
  capacity as owners                                       16,555            60,475            -           77,030 
                                                 ----------------  ----------------  -----------  --------------- 
 
 Balance as at 30 June 2016                             2,496,023         2,553,149    (200,131)        4,849,041 
                                                 ----------------  ----------------  -----------  --------------- 
 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARED 30 JUNE 2016

   1.   Accounting Policies 
   1.1     Basis of Preparation 

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements are drawn up under the historical cost convention, except for the revaluation of financial assets.

IFRS, issued by the International Accounting Standards Board (IASB) set out accounting policies that the IASB has concluded would result in financial statements containing relevant and reliable information about transactions, events and conditions. Material accounting policies adopted in the preparation of the consolidated financial statements are presented below and have been consistently applied unless otherwise stated.

   1.2     Going Concern 

This report has been prepared on the going concern basis, which contemplates the continuation of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business.

   1.3     Principles of Consolidation 

The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by InnovaDerma PLC at 30 June 2016. A controlled entity is any entity over which InnovaDerma PLC has the power to govern the financial and operating policies so as to obtain benefits from its activities.

In preparing the consolidated financial statements, all intragroup balances and transactions between entities in the consolidated group have been eliminated in full on consolidation.

Pooling of Interests on Incorporation of Parent Entity

On 28 November 2014, InnovaDerma PLC acquired 100% of the shares of InnovaDerma AUS & NZ Pty Ltd, InnovaDerma International Limited, InnovaDerma NZ Limited, and ID Philippines, Inc. As all parties were under common control before and after the transaction, the acquisitions were scoped out of IFRS 3, and thus accounted for using the pooling of interests method.

Under this method the assets and liabilities of the acquiree are recorded at book value and intangible assets are only recognised if they were previously recognised by the acquiree. No goodwill is recorded and expenses of the combination are written off immediately in profit or loss. The difference between the consideration paid/transferred and the nominal value of the share capital in the acquired companies has been reflected as a Merger Reserve within equity.

After the acquisition, the consolidation is processed as normal, on a line by line basis for revenue, expenses, assets and liabilities.

Subsequent Business Combinations

Business combinations occur where an acquirer obtains control over one or more businesses.

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exceptions).

When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured in each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to business combinations are expensed to the statement of comprehensive income. The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.

Goodwill

Goodwill is carried at cost less any accumulated impairment losses. Goodwill is calculated as the excess of the sum of:

   (i)         the consideration transferred; 

(ii) any non-controlling interest (determined under either the full goodwill or proportionate interest method); and

   (iii)        the acquisition date fair value of any previously held equity interest; 

over the acquisition date fair value of net identifiable assets acquired.

Goodwill on acquisition of subsidiaries is included in intangible assets.

Goodwill is tested for impairment annually and is allocated to the Parent Company's cash-generating units or groups of cash-generating units, representing the lowest level at which goodwill is monitored being not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity disposed of.

Changes in the ownership interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions and do not affect the carrying amounts of goodwill.

Non-controlling interests

The interest of non-controlling shareholders in subsidiary companies (holdings of greater than 0%, but less than 50%), are initially recognised at fair value. Subsequent results of the subsidiary are apportioned to the non-controlling interests in proportion to their shareholding.

   1.4     Revenue recognition 

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. The group recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the group's activities, as described below. The group bases its estimate of return on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

Sales of goods - retail

The group manufactures and sells a range of health and beauty products for sale to the retail market. Sales of goods are recognised when an order is executed and stock is segregated from the Group's inventory, ready for collection in accordance with that customer's terms of trade.

The life science products are often sold with volume discounts; customers have a right to return faulty products in the wholesale market. Sales are recorded based on the price specified in the sales contracts, net of the estimated volume discounts and returns at the time of sale. Accumulated experience is used to estimate and provide for the discounts and returns. The volume discounts are assessed based on anticipated annual purchases.

Internet revenue

Revenue from the provision of the sale of goods on the internet is recognised as at the date that payment is received, because that is the point the buyer accepts legal responsibility for the good being sold. Transactions are settled by credit or payment card.

   1.5     Finance income 

Interest income is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.

   1.6     Intangible Assets 

Brands

Externally acquired brands, where identifiable, are capitalised as assets of the group. Brands are initially capitalised at historical cost, or attributable value, when acquired as part of a business combination.

Brands have a limited legal life, however the Group monitors global expiry dates and renews registrations where required. Brands recorded in the financial statements are not currently associated with products which are likely to become commercially or technically obsolete. Accordingly, the Directors are of the view that brands have an indefinite life.

Brands are tested annually for impairment and carried at cost less accumulated impairment charges.

   1.7     Impairment 

At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, to the asset's carrying amount. Any excess of the asset's carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard. Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard.

   1.8     Research and Development 

Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are capitalised only when technical feasibility studies identify that the project is expected to deliver future economic benefits and these benefits can be measured reliably.

Capitalised development costs have a finite useful life and are amortised on a systematic basis based on the future economic benefits over the useful life of the project. At this stage, the useful life of the project has not been determined as development is incomplete, hence amortization has not commenced.

   1.9     Cash & Cash Equivalents 

In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the consolidated balance sheet, bank overdrafts are shown within borrowings in current liabilities.

   1.10   Inventories 

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. The cost of finished goods and work in progress comprises design costs, raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Costs of inventories include the transfer from equity of any gains/losses on qualifying cash flow hedges for purchases of raw materials.

   1.11   Trade Receivables 

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

   1.12   Trade Payables 

Trade and other payables are recognised when the Group becomes obliged to make future payments resulting from the purchase of goods and services. They are initially recognised at fair value and subsequently at amortised cost using the effective interest rate method. Current liabilities represent those amounts falling due within one year.

   1.13   Goods and Services Tax (GST) 

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).

Receivables and payables are stated inclusive of the amount of GST receivable and payable. The net amount of GST recoverable from, or payable to, the ATO is included with the receivables or payables in the statement of financial position.

   1.14   Borrowings 

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

   1.15   Income Tax 

Income tax expense or benefit represents the sum of current corporation tax payable and provision for deferred income taxes.

Current income tax payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludesitems of income or expense that are

taxable or deductible in other periods and it further excludes items that are never taxable or deductible.

The Group's liability for currentcorporation tax is calculated using tax rates and laws that have been enacted or

substantively enacted at the period-end date.

Deferred tax is recognised in respect of all timing differences that have originated but notreversed at the date of the

statement of financial position where transactions or eventshave occurred at that date that will result in an obligation to

pay more, or a right to pay less or to receive more tax, with the following exceptions:

Deferred tax assets are recognised only to the extent that the Directors consider that it is probable that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the period-end date.

   1.16   Post Retirement Benefits 

For salaries paid (all by the Australian subsidiary):

A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Superannuation - the Australian defined contribution pension scheme - is mandated by Australian law and presently set at 9.5% of gross salary payable to an employee.

The group pays contributions to publicly or privately administered pension insurance plans on a mandatory basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due.

   1.17   Foreign Currencies 

Functional and presentation currency

Items included in the consolidated financial statements of the Group are measured using the currency of the primary economic environment in which the Group operates ('the functional currency'). The consolidated financial statements are presented in Australian dollars, which is the Group's functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the dates of the transactions.

Foreign currency monetary assets and liabilities at the reporting date are translated at the exchange rate existing at the reporting date. Exchange differences are recognised in the statement of comprehensive income in the period in which they arise.

   1.18   Contributed Equity 

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. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration.

If the Company reacquires its own equity instruments, e.g. as the result of a share buy-back, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in equity.

   1.19   Segment Reporting 

The operating segment was reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segment, has been identified as the board of directors, which has overall control for strategic decisions.

   1.20      Estimates and Judgements 

The directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation or future events and are based on current trends and economic data, obtained both externally and within the Group.

Estimation of useful lives of assets

The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.

Goodwill and other indefinite life intangible assets

The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policies described in Note 1.6 and Note 1.7. The recoverable amounts of cash-generating units (required to determine fair value less costs to sell) have been determined based on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows.

   1.21      New accounting standards for application in future periods 
   (a)         New and amended standards adopted by the group 

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial period beginning on 1 July 2015 that would be expected to have a material impact on the group.

   (b)         New standards and interpretations not yet adopted 

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning on or after 1 July 2015, and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect on the financial statements of the group, except the following set out below:

IFRS 9, 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in July 2014. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories:

1) those measured as at fair value and 2) those measured at amortised cost. The determination is made at initial recognition.

The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The group is yet to assess IFRS 9's full impact. The group will also consider the impact of the remaining phases of IFRS 9 when completed by the Board.

   2.      Parent Information 

Guarantees

InnovaDerma PLC has not entered into any guarantees, in the financial period, in relation of the debts of its subsidiary.

Contingent Liabilities

At 30 June 2016, InnovaDerma PLC did not have any contingent liabilities.

Contractual Commitments

At 30 June 2016, InnovaDerma PLC had not entered into any contractual commitments.

Consolidation of subsidiaries

In the prior year, following the incorporation of InnovaDerma PLC, the following subsidiaries: InnovaDerma AUS and NZ Pty Ltd, InnovaDerma International Limited, InnovaDerma NZ Limited, and ID Philippines, Inc were acquired through a share for share exchange. The subsidiaries have been consolidated using the pooling of interest method on the basis that the entities being combined were ultimately controlled by the same party, both before and after the combination. Under this method the assets and liabilities of the acquiree are recorded at book values and intangible assets and contingent liabilities are only recognised if they were previously recognised by the acquiree. No goodwill is recorded and expenses of the combination are immediately written off in the profit or loss.

 
                                                        Net Assets 
                                                         Acquired 
                                                            $ 
                                                       ----------- 
 The carrying value of the subsidiaries' net 
  assets at the date of combination were as follows: 
 
 InnovaDerma AUS & NZ Pty Ltd                             (58,118) 
 InnovaDerma International Limited                               - 
 InnovaDerma NZ Limited                                          - 
 ID Philippines Inc                                              - 
 
 
 

The shares in InnovaDerma AUS & NZ Pty Ltd, InnovaDerma International Limited, InnovaDerma NZ Limited, and ID Philippines, Inc were exchanged for 8,969,960 Ordinary Euro 0.10 shares in InnovaDerma PLC.

   3.      Operating segments 

Operating segments must be identified on the basis of internal reports about components of the consolidated entity that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.

As a new group, currently in its growth phase, the Board (the group's chief operating decision maker) believe that, at 30 June 2016, there was only one business segment, the hair and beauty division.

The revenue and results of this segment are those of the consolidated entity as a whole and are set out in the statement of profit or loss and other comprehensive income. The segment assets and liabilities of this segment are those of the consolidated entity and are set out in the statement of financial position.

   4.      Operating profit/(loss) 

The following items have been included in arriving at the operating profit/(loss):

 
                                                                        Year ended     Period from 19 
                                                                                        September to 
                                                                                        30 June 2015 
                                                                        30 June 2016          $ 
                                                                             $ 
                                                                      --------------  --------------- 
 
 Gains on foreign exchange                                                         -                - 
 
   Expenses: 
 Directors' remuneration                                                     321,498           47,475 
 Depreciation                                                                  3,180            1,834 
 Auditor's remuneration 
 
     *    As auditors (for parent company and consolidation)                  30,000           16,000 
 
     *    Taxation compliance (for parent company and 
          subsidiaries)                                                       10,000            5,000 
 

All remuneration payable to the auditors has been disclosed above. No other non-audit services have been provided. No benefits in kind are payable to the auditors.

Contributions to superannuation (money purchase pension schemes) are made on behalf of four directors of the group.

   5.      Employees 
 
                                                     Year ended     Period from 19 
                                                                     September to 
                                                                     30 June 2015 
                                                     30 June 2016 
                                                          $ 
                                                  ---------------  --------------- 
 Staff costs for the Group during 
  the period: 
 Wages and salaries                                       993,766          168,902 
 Social security costs                                          -                - 
 Pension costs (including superannuation)                  62,549           16,045 
                                                  ---------------  --------------- 
                                                        1,056,315          184,947 
                                                  ---------------  --------------- 
 

The average monthly number of staff (including executive Directors) employed by the Group during the period amounted to:

 
                        Year ended     Period from 19 
                        30 June 2016    September to 
                                        30 June 2015 
                     ---------------  --------------- 
 Management staff                  4                4 
 Other employees                  14               21 
                     ---------------  --------------- 
                                  18               25 
                     ---------------  --------------- 
 
   6.      Taxation 
 
                                          Year ended     Period from 19 
                                                          September to 
                                                          30 June 2015 
                                          30 June 2016          $ 
                                               $ 
                                        --------------  --------------- 
 Current Tax 
 Current tax on profits in the 
  period                                       294,766                - 
 Deferred tax expense                        (169,518) 
                                        --------------  --------------- 
 Income Tax Expense                            125,248                - 
                                        --------------  --------------- 
 

Factors affecting current tax charge

The effective rate of tax for the period is higher than the standard rate of corporation tax in the UK of 20% due to tax on subsidiaries located in higher tax jurisdictions. The differences are explained below:

 
                                               Year ended       Period from 19 
                                                                September 2014 
                                                                to 30 June 2015 
                                               30 June 2016            $ 
                                                    $ 
                                            ---------------  ------------------ 
 Profit/(Loss) before taxation                      472,627           (900,294) 
 
   Profit on ordinary activities 
   multiplied by the standard rate 
   of tax in the UK of 20%                           94,525           (180,059) 
                                            ---------------  ------------------ 
  Differences in tax rates in 
   subsidiary jurisdictions                          82,005 
 Excluded (gain)/loss from foreign 
  jurisdictions                                    (51,316)             177,186 
 Losses carried forward                                   -               2,873 
 Permanent differences                                   34                   - 
                                            ---------------  ------------------ 
 Total current tax                                  125,248                   - 
                                            ---------------  ------------------ 
 
   7.      Revenue 
 
                                  Year ended 
                                  30 June 2016     Period from 19 
                                                   September 2014 
                                                   to 30 June 2015 
                                       $                  $ 
                                --------------  ------------------ 
 Haircare Products                     951,624             922,113 
 Skin & Beauty Products              7,461,072             125,538 
                                --------------  ------------------ 
                                     8,412,696           1,047,651 
                                --------------  ------------------ 
 
   8.      Cash and cash equivalents 
 
                        30 June 2016   30 June 2015 
                              $              $ 
                       -------------  ------------- 
 Cash at bank                207,682        212,618 
                       -------------  ------------- 
 

Cash at bank is included as cash and cash equivalents in connection with the statement of cash flows.

When in overdraft, this balance is included in trade and other payables.

   9.       Trade and other receivables 
 
                            30 June 2016   30 June 2015 
                                       $              $ 
                           -------------  ------------- 
 Trade Receivables             1,970,619        112,142 
                           -------------  ------------- 
 
   10.     Inventory 
 
                                         30 June 2016   30 June 2015 
                                               $              $ 
                                        -------------  ------------- 
 
 Finished goods (Leimo)                       310,219        248,532 
 Finished goods (Stop and Pose)                     -         10,886 
 Finished goods (Skinny Tan)                  797,416         82,376 
                                        -------------  ------------- 
                                            1,107,635        341,794 
                                        -------------  ------------- 
 

The costs of inventories recognised as an expense and included in cost of sales amounted to $2,539,817 for the year.

   11.     Prepayments and Sundry Assets 
 
                        30 June 2016   30 June 2015 
                              $              $ 
                       -------------  ------------- 
 Deposits held                 9,690         24,570 
 Prepayments                  35,844              - 
 Input tax                    29,472         29,472 
 Sundry assets                     -         15,369 
                              75,006         69,411 
                       -------------  ------------- 
 
   12.     Intangible Assets 

Group:

 
                               30 June 2016   30 June 2015 
                                     $              $ 
                              -------------  ------------- 
 Brands (Skinny Tan)                444,202        444,202 
 Brands (Leimo)                   2,794,024      2,794,024 
 Brands (Stop & Pose)               148,331        148,331 
 Development Costs                   94,247         31,922 
                              -------------  ------------- 
                                  3,480,804      3,418,479 
                              -------------  ------------- 
 

Movement in capitalised development costs:

 
                                         30 June 2016   30 June 2015 
                                               $              $ 
                                        -------------  ------------- 
 Balance brought forward                       31,922              - 
 Development expenditure during 
  the year/period                              62,325         31,922 
                                               94,247         31,922 
                                        -------------  ------------- 
 

Parent Company

 
                         30 June 2016   30 June 2015 
                               $              $ 
                        -------------  ------------- 
 Goodwill                   1,399,424      1,399,424 
 Brands (Leimo)                     -      2,492,674 
                            3,892,098      3,892,098 
                        -------------  ------------- 
 

In the prior period, the Parent Company acquired the Leimo brand by issuing shares to the seller. During this financial year, the brand was transferred to the subsidiary trading in those products - InnovaDerma AUS & NZ Pty Ltd.

   13.     Deferred tax asset 
 
                                             30 June 2016   30 June 2015 
                                                   $              $ 
                                            -------------  ------------- 
 Deferred tax items recognised 
  in income statement: 
 
        *    Other timing differences              37,292              - 
 
        *    Income tax losses                    139,490              - 
                                            -------------  ------------- 
                                                  176,782              - 
                                            -------------  ------------- 
 
   14.     Trade and other payables 
 
                              30 June 2016   30 June 2015 
                                    $              $ 
                             -------------  ------------- 
 
 Trade payables                  1,814,709        687,608 
 Other payables                    690,711        100,714 
 Current tax payable               294,482              - 
                                 2,799,695        788,322 
                             -------------  ------------- 
 
   15.     Borrowings 
 
                             30 June 2016   30 June 2015 
                                   $              $ 
                            -------------  ------------- 
 
 General Borrowings               951,402        560,553 
 Convertible Notes                127,510        127,510 
                            -------------  ------------- 
                                1,078,912        688,063 
                            -------------  ------------- 
 

Convertibles

During the period to 30 June 2015, the Group issued convertible notes worth a total of $127,510. The bonds mature two years from the issue date (29 May 2015) at their nominal value, or can be converted into shares at the holder's option at any point between the date of the group's public listing and the maturity date. If exercised, the number of shares issued will be calculated based on the group's share price at the exercise date.

Given the number of shares issued is variable, depending on the share price at that time, governing accounting standards categorise the entire convertible note as a liability, with no equity component. Upon conversion, the borrowings balance will be cleared and a corresponding balance of the same value will be created in equity.

   16.     Deferred tax liability 
 
                                   30 June 2016   30 June 2015 
                                         $              $ 
                                  -------------  ------------- 
 Deferred tax items recognised 
  in income statement:                                       - 
 
        *    Prepayments                  7,264              - 
                                  -------------  ------------- 
                                          7,264              - 
                                  -------------  ------------- 
 
   17.     Contributed equity 
 
                                       30 June 2016    30 June 2016 
                                       No. of shares         $ 
                                     ---------------  ------------- 
 Opening balance as at 1 July 2015        10,209,920      2,479,468 
 Shares issued during the year               108,615         16,555 
                                     ---------------  ------------- 
 Balance as at 30 June 2016               10,318,535      2,496,023 
                                     ---------------  ------------- 
 
 
                                              30 June 2015    30 June 2015 
                                              No. of shares         $ 
                                            ---------------  ------------- 
 Shares issued on incorporation                           4              5 
 Share for share exchange to acquire 
  subsidiaries (1)                                8,969,960      1,308,157 
 Shares issued to complete brand 
  acquisition                                       626,400         91,362 
 Share split (original incorporation 
  shares)                                                36              - 
 Shares issued on exercise of convertible 
  notes                                             613,520      1,391,162 
 Share issue costs                                        -      (311,218) 
                                            ---------------  ------------- 
 Balance as at 30 June 2015                      10,209,920      2,479,468 
                                            ---------------  ------------- 
 

(1) The subsidiaries acquired were InnovaDerma AUS & NZ Pty Ltd, InnovaDerma International Limited, InnovaDerma NZ Limited, and ID Philippines Inc.

The holder of the ordinary shares is entitled to one vote per share at any meeting of the Company whether in person or by proxy. The holder is entitled to receive dividends declared from available profits and to the surplus of assets on a winding up.

   18.     Merger reserve 

InnovaDerma PLC acquired 100% of the share capital of InnovaDerma AUS & NZ Pty Ltd, InnovaDerma International Limited, InnovaDerma NZ Limited, and ID Philippines, Inc, on 28 November 2014.

These transactions are noted as being completed under common control - all companies involved in the deal were controlled by Mr Haris Chaudhry before and after the transaction was processed.

This condition falls under a scope exemption for IFRS 3. Per IAS 8.12, the company may, in this circumstance, utilise pronouncements of other standard-setting bodies that use a similar conceptual framework to develop accounting standards.

As a UK company, the directors decided to apply UK Generally Accepted Accounting Principles, which make provision for Pooling of Interests in a common control situation, also commonly referred to as Merger Accounting.

In this circumstance, the difference between the consideration transferred and the nominal value of share capital acquired is taken to equity, creating a Merger Reserve.

28 November 2014 Acquisitions:

 
                                              $ 
                                         ---------- 
 Consideration transferred (8,969,960 
  shares)                                 1,308,157 
 Value of share capital acquired              (100) 
                                         ---------- 
 Value of Merger Reserve                  1,308,057 
                                         ---------- 
 
   19.     Accumulated losses 
 
                                       30 June 2016   30 June 2015 
                                             $              $ 
                                      -------------  ------------- 
 Balance brought forward                  (958,512)              - 
 Acquisition of subsidiaries 
  (pooling of interests)                          -       (58,218) 
 Profit/(loss) for the period               221,690      (900,294) 
                                      -------------  ------------- 
 Balance carried forward                  (736,822)      (958,512) 
                                      -------------  ------------- 
 
   20.     Intercompany loan - parent company 
 
                                         30 June 2016   30 June 2015 
                                               $              $ 
                                        -------------  ------------- 
 Balance brought forward                    1,157,379              - 
 Leimo brand transfer (see Note 
  12)                                       2,492,674              - 
 Movement in funds                           (81,426)      1,157,379 
                                        -------------  ------------- 
 Balance carried forward                    3,568,627      1,157,379 
                                        -------------  ------------- 
 
   21.     Investment in subsidiaries 

During the year, the Company held interests in the following subsidiaries:

 
 Company Name                 Date of Acquisition    Percentage Holding   Percentage Holding 
                                                        30 June 2016         30 June 2015 
---------------------------  ---------------------  -------------------  ------------------- 
 InnovaDerma AUS & NZ         28 November 
  Pty Ltd (1)                  2014                         100%                 100% 
---------------------------  ---------------------  -------------------  ------------------- 
 InnovaDerma International    28 November 
  Limited (1)                  2014                         100%                 100% 
---------------------------  ---------------------  -------------------  ------------------- 
 InnovaDerma NZ Limited       28 November 
  (1)                          2014                         100%                 100% 
---------------------------  ---------------------  -------------------  ------------------- 
                              28 November 
 ID Philippines Inc (1)        2014                         100%                 100% 
---------------------------  ---------------------  -------------------  ------------------- 
                              23 January 
 Bach Health Pty Ltd           2015                         100%                 100% 
---------------------------  ---------------------  -------------------  ------------------- 
 InnovaScience Inc            31 March 2015                 100%                 100% 
---------------------------  ---------------------  -------------------  ------------------- 
 Skinny Tan Pty Ltd           28 May 2015                   80%                  100% 
---------------------------  ---------------------  -------------------  ------------------- 
 Skinny Tan UK Limited        28 May 2015                   80%                  100% 
---------------------------  ---------------------  -------------------  ------------------- 
 

(1) Please see notes 1.3 and 16 for further detail on the method of accounting applied for the acquisitions.

The results of these subsidiaries have been consolidated on a line by line basis into the consolidated financial statements.

   22.     Business Combination 

In the prior year, the Group acquired 100% of the share capital of Skinny Tan Pty Ltd, in exchange for cash consideration of $50,075. The acquisition expands the range of products the Group can offer in the hair and beauty sector and is anticipated to facilitate scalability in the Group's offerings for the coming financial year, as expansion continues into new markets.

The following table shows the allocation of consideration paid for Skinny Tan Pty Ltd, the fair value of assets acquired, liabilities assumed, and the non-controlling interest at the acquisition date.

 
 Consideration 
 Cash Consideration                                             50,075 
                                                            ---------- 
 Total Consideration                                            50,075 
 
 Recognised fair value of assets acquired and liabilities 
  assumed 
 Accounts receivable                                             5,444 
 Inventory                                                      72,023 
 Other assets                                                   16,299 
 Brand                                                         431,515 
 Intellectual property                                          12,687 
 Trade and other payables                                    (240,373) 
 Borrowings                                                  (247,520) 
                                                            ---------- 
 Total fair value of assets acquired and liabilities 
  assumed                                                       50,075 
                                                            ---------- 
 
   23.     Related party transactions 
 
 Name                  Transaction              Amount received from           Amount due from/(to) 
                                                 / (paid to) in year            related party 
                                                 2016            2015           2016            2015 
                                                   $              $               $              $ 
--------------------  -----------------  --------------  -------------  --------------  ------------- 
 Farris Marketing 
  Concepts Pty 
  Ltd                  Loan payable(1)                -        151,495       (151,495)      (151,495) 
 Farris Marketing      Acquisition                    -      (200,000)               -              - 
  Concepts Pty          of Stop 
  Ltd                   & Pose Brand 
 Cyngenta Capital      Provision               (27,237)              -               -              - 
  & Advisory            of services(2) 
 Zaymar Investments 
  Pty Ltd              Loan payable(1)          736,007         60,000       (796,007)      (796,007) 
 Mr Haris Chaudhry     Loan payable(1)        (173,757)        173,757               -      (173,757) 
--------------------  -----------------  --------------  -------------  --------------  ------------- 
 

(1) These loans are interest free and unsecured.

(2) These expenses were settled via the issue of equity instruments in InnovaDerma PLC.

Common control acquisition of subsidiaries

As more fully discussed in Note 18, InnovaDerma PLC acquired several subsidiaries via a share for share exchange. These subsidiaries were majority controlled by Mr Haris Chaudhry, a director of InnovaDerma PLC; hence, the majority of shares issued for the acquisition were issued to Mr Chaudhry.

Nature of related parties

Farris Marketing Concepts Pty Ltd and Zaymar Investments are related parties of Mr Haris Chaudhry, the Executive Chairman.

Key Management Personnel

All transactions with key management personnel (the directors) during the year ended 30 June 2016 are disclosed below:

 
                   Salary    Superannuation   Consultancy   Total     Total 2015 
                                               Fees 
----------------  --------  ---------------  ------------  --------  ----------- 
 Haris Chaudhry    150,000           14,250           Nil   164,250       51,985 
----------------  --------  ---------------  ------------  --------  ----------- 
 Geert Lemair       15,995            1,505        17,500    35,000            - 
----------------  --------  ---------------  ------------  --------  ----------- 
 Joseph Bayer       96,002           10,078           Nil   106,080            - 
----------------  --------  ---------------  ------------  --------  ----------- 
 Rodney Turner      27,150            2,850           Nil    30,000            - 
----------------  --------  ---------------  ------------  --------  ----------- 
 Clifford Giles          -                -             -         -            - 
----------------  --------  ---------------  ------------  --------  ----------- 
                   289,147           28,683        17,500   335,330       51,985 
----------------  --------  ---------------  ------------  --------  ----------- 
 

During the period, there were no advances, credits or guarantees subsisting on behalf of the directors.

Ultimate Controlling Party

As at the year-end date, the Group was controlled by Mr Haris Chaudhry, who is the majority shareholder of InnovaDerma PLC.

   24.     Commitments and contingencies 

At 30 June 2016 the Group did not have any contingencies.

At 30 June 2016, the Group had an obligation to pay $71,000 in rent for the forthcoming 12 months, under a non-cancellable operating lease.

   25.     Reconciliation of operating profit to net cash outflow from operations 
 
                                             Year ended        Period from 
                                                               19 September 
                                                              to 30 June 2015 
                                             30 June 2016            $ 
                                          ---------------  ------------------ 
 Profit after income tax                          347,379           (900,294) 
 Depreciation                                       2,147               1,834 
 Expenses settled in shares                        13,418                   - 
 (Increase) in trade and other 
  receivables                                 (1,860,774)           (117,765) 
 (Increase) in inventory                        (765,841)           (203,891) 
 Increase in trade and other 
  payables                                      1,716,891             376,463 
 Increase in taxes payable                        124,964                   - 
 Net cash outflow from operations               (421,816)           (843,653) 
                                          ---------------  ------------------ 
 

26. Financial risk management

The Group's financial instruments consist mainly of deposits with banks, accounts receivable and payable & loans from related parties.

The Group's financial instruments at 30 June 2016 were classified as follows:

 
                                Note        30 June 2016   30 June 2015 
                                                                 $ 
                                           -------------  ------------- 
 Financial assets 
 Cash and cash equivalents       8               207,682        212,618 
 Trade and other receivables     9             1,970,619        112,412 
                                           -------------  ------------- 
 Total financial assets                        2,178,301        325,030 
                                           -------------  ------------- 
 Financial liabilities 
 Trade and other payables        14            2,799,695        788,322 
 Borrowings                      15            1,078,912        688,063 
                                           -------------  ------------- 
                                               3,878,607      1,476,385 
                                           -------------  ------------- 
 

Fair value versus carrying amounts

All items shown in the preceding table as either financial assets or financial liabilities are short term instruments whose carrying value is equivalent to the fair value. There is not considered to be a material difference between the fair value and the carrying value.

Specific Financial Risk Exposures and Management

The Group's activities expose it to a number of financial risks that include market risk, credit risk and liquidity risk.

(a) Market Risk

   i)   Foreign exchange risk 

The Group does not hold any material financial assets denominated in a foreign currency at the period end, hence it is not exposed to foreign exchange risk.

ii) Interest rate risk

The Group had interest-bearing liabilities during the period, but is not exposed to interest rate risk because the interest rates on their liabilities are set by private agreement, not by reference to market rates. The group does not have any liabilities to financial institutions as at 30 June 2016. As such, sensitivity analysis with regard to movements in interest rates would not be meaningful.

(b) Credit risk

Exposure to credit risk relating to financial assets arises from the potential non-performance of counter-parties of contract obligations that could lead to financial losses to the group.

Credit risk exposures

The Group had no significant concentrations of credit risk.

(c) Liquidity risk

Liquidity risk arises from the possibility that the group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The group manages this risk through careful cash management policies. In order to meet its short term obligations, the group has the support of several key shareholders who are willing to provide funds to the group on an as-needed basis.

For loans receivable and payable, please refer to Note 9 - Trade and Other Receivables, Note 14 - Trade and Other Payables & Note 15 - Borrowings. Loans are unsecured and have no fixed repayment date.

27. Share Based Payments

No share options have been granted to employees or directors.

   28.     Earnings per share 

Basic earnings per share are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

The following reflects earnings and share data used in the earnings per share calculation.

 
                                Year ended       Period from 19 
                                                 September to 30 
                                                    June 2015 
                                30 June 2016            $ 
                              --------------  ------------------ 
 Profit/(loss) for the year          347,379           (900,294) 
 Weighted average number of 
  shares                          10,301,983           7,449,281 
                              --------------  ------------------ 
 

29. Subsequent Events

On 7 September, InnovaDerma PLC was admitted to the Official List and to trading on the Main Market of the London Stock Exchange. Trading on the Marche Libre Paris segment of Euronext was suspended on the same date.

On 20 September, 27,000 ordinary shares of EUR 0.10 were allotted.

Aside from the above items, the directors are not aware of any significant events since the end of the reporting period.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR WGGCPUUPQUBG

(END) Dow Jones Newswires

October 31, 2016 06:25 ET (10:25 GMT)

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