Annual Report 2024
Founder’s Report
REFLECTING ON A REMARKABLE YEAR AT VMHQ
Hi everyone,
Wow, what a year it’s been! It’s hard to believe a year ago you all joined the team – time really does fly when you’re having fun and achieving so much together.
This year has been full of exciting milestones at VMHQ. Our product innovations, visibility in the menopause movement, and the efforts of our sales team have driven significant growth, expanding list of leading spas and stockists.
When you came on board, we had just launched our menopause range, Metamorphosis. A bold move into uncharted territory, it has been an incredible success – exceeding financial goals and earning recognition through multiple awards, both locally and internationally. Our hero product, The Other Lips Balm, even reached the finals of the LA ‘Next’ Awards for Best Innovation, alongside Beyoncé’s haircare line!
But it’s not just about the products. The menopause movement has gained real momentum, and I’ve had the honour of speaking at some of Australia’s first menopause retreats. Our collaboration with the Gwinganna 4-day retreat sold out quickly, and we’re thrilled to announce another retreat in February 2025. We’ve also toured day retreats at Alba and the exclusive Saint Haven Club in Victoria.
Our brand has become a trusted voice supporting women’s health, and I’m so proud we’ve been pioneers in this space.
Earlier this year, we launched our haircare range, which has received glowing reviews, with the Anti-Frizz Serum quickly becoming a hero product. And stay tuned – an exciting new tool is coming to the range!
Sustainability has been a priority this year. We’ve transitioned all our plastics to fully recyclable sugar-cane tubes, including lids, which are now made from sugar cane instead of gold aluminium. Our compostable lip balm trio was another significant step forward, and we’re proud to lead the way in eco-conscious packaging.
Launching our Clean Teen pack aimed to educate and provide the best skincare for young skin. You’ll find it (along with its special badge) on our website, and we’re excited to support the next generation of skincare enthusiasts.
All in all, it’s been a remarkable year, and I couldn’t be more proud of the team and all the progress we’ve made. I’m so grateful for each of you and the passion and dedication you bring to everything we do.
Here’s to what’s next!
Kindest,
Vanessa Megan Gray Lyndon Executive Director, Founder & Formulator
CEO’s Statement
I’M EXCITED TO SHARE THAT THIS PAST YEAR HAS BEEN A SIGNIFICANT ONE FOR US, WITH A SOLID 39% REVENUE GROWTH, ADDING OVER $1 MILLION TO THE TOP LINE.
We’ve seen strong performance across all three of our key channels, and the launch of the new Metamorphosis range has been a real highlight and well received by our customers. On top of that, we continued to grow faster than the overall category, underscoring the strength of our brand and market strategy.
We also saw improvements in gross margin, driven by purchasing efficiencies. However, rising Australia Post costs impacted our cost of sales, which is why we made the strategic decision to move to a third-party logistics (3PL) provider for Direct-to-Consumer fulfillment. This shift will help us better manage these costs going forward.
Our investment into marketing and the creation of a dedicated sales team – key elements of our Crowd Source Funding campaign – enabled us to deliver growth in both our online Direct-to-Consumer (DTC) active customer base and the number of B2B stockists, strengthening our relationships across the board.
As expected, we closed the year with a net loss, driven by our investments in our team, as we improved our capabilities, as well investing in marketing and sales to grow the business. We also faced one-off expenses related to the Crowd Source Funding process.
Looking ahead, we’re focused on keeping this momentum going –continuing to grow across all channels and creating even more value for our customers, team, and investors.
Derek Oliver Chief Executive Officer
Our Purpose
Vanessa Megan Naturaceuticals®
HARNESSING THE POWER OF ALL NATURAL INGREDIENTS TO ACHIEVE CLINICAL RESULTS
Vanessa Megan is known for their uncompromising commitment to clean, synthetic-free skincare and is considered an Australian pioneer and leader in 100% natural skincare, with clinical results.
“You should never put anything on your skin that you couldn’t eat.”
VISION
What does the future look like?
A world filled with people who embrace true and natural radiance, inside and out.
MISSION
How do we make this future a reality?
We empower transformational experiences through innovative and efficacious, natural skincare.
BRAND PROPOSITION
Vanessa Megan Skincare is a truly tangible and sensory natural skincare solution that transforms and heals, reviving and reigniting a sense-of-self.
FY24 Review
Financial Highlights
LAYER
INVESTMENT INTO MARKETING INCLUDING DIGITAL ADVERTISING TO DRIVE CUSTOMER ACQUISITION
INVESTMENT INTO MARKETING INCLUDING DIGITAL ADVERTISING TO DRIVE CUSTOMER ACQUISITION
INVESTMENT INTO PEOPLE AND TEAM CAPABILITIES TO ENABLE GROWTH
INVESTMENT INTO PEOPLE AND TEAM CAPABILITIES TO ENABLE GROWTH
PLUS ONE-OFF COSTS ASSOCIATED WITH CROWD SOURCE FUNDING CAMPAIGN
Revenue Growth
DIRECT TO CONSUMER (DTC)
SUCCESSFUL LAUNCH
SIGNIFICANT ADVANCEMENT IN PERFORMANCE MARKETING PLATFORMS TO ENABLE REVENUE GROWTH
Revenue Growth
Directors’ Report
FOR THE YEAR ENDED 30 JUNE 2024
Vanessa Megan Holdings Pty Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are:
Registered office Principal place of business
S807 Lvl 8 2A Shepherd St 89 York St Marrickville Sydney NSW 2000 NSW 2204
VANESSA MEGAN HOLDINGS PTY LTD DIRECTORS’ REPORT
The directors present their report, together with the financial statements of the Group (referred to hereafter as the ‘Group’) consisting of the entities it controlled at the end of, or during, the year ended 30 June 2024.
⚪ Vanessa Megan Holdings Pty Ltd (the Parent Co referred to as VMH)
⚪ Vanessa Megan Skincare Pty Ltd (VMS)
⚪ Vanessa Megan IP Pty Ltd
Directors
The following persons were directors of VMH on establishment of the company on 21 Sept 2023, and during the financial year and up to the dates shown as leaving the board, unless otherwise stated:
⚪ Vanessa Megan Gray Lyndon
⚪ Grant Bartlett Lyndon (appointed 17 Oct 2023)
⚪ Jason Robert Shepherd (appointed 17 Oct 2023, resigned 15 Nov 2024)
Principal activities
During the financial year the principal continuing activities of the Group consisted of:
⚪ Natural Cosmetics Research, Development, Manufacture & Distribution.
Dividends
Dividends paid during the financial year were as follows:
Review of operations
The loss for the Group after providing for income tax and non-controlling interest amounted to $234,109.
Matters subsequent to the end of the financial year
No matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years.
Shares under option
The company established an Employee Share Scheme in 2024 which has at the date of this report 1,915,077 options granted to 7 staff subject to vesting conditions being met. The maximum number of shares that may vest and be issued under the ESOP amounts to 15% of the Authorised Shares of the company.
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
VANESSA MEGAN GRAY LYNDON Director
22 December 2024
Sydney
Compilation Report
FOR THE YEAR ENDED 30 JUNE 2024
COMPILATION REPORT TO VANESSA MEGAN SKINCARE
We have compiled the accompanying special purpose financial statements of Vanessa Megan Skincare, which comprise the balance sheet as at 30 June 2024, the income statement, the statement of cash flows, a summary of significant accounting policies and other explanatory notes. The specific purpose for which the special purpose financial statements have been prepared is set out in Note 1.
The Responsibility of the Directors
The directors of Vanessa Megan Skincare are solely responsible for the information contained in the special purpose financial statements, the reliability, accuracy and completeness of the information and for the determination that the basis of accounting used is appropriate to meet their needs and for the purpose that financial statements were prepared.
Our Responsibility
On the basis of information provided by the directors we have compiled the accompanying special purpose financial statements in accordance with the basis of accounting as described in Note 1 to the financial statements and APES 315 Compilation of Financial Information.
We have applied our expertise in accounting and financial reporting to compile these financial statements in accordance with the basis of accounting described in Note 1 to the financial statements. We have complied with the relevant ethical requirements of APES 110 Code of Ethics for Professional Accountants.
MARK ROSEN Business Ignition Group
Suite 807, Level 8, 89 York Street, Sydney NSW 2000
Dated: 22 December 2024
Consolidated Balance Sheet
Consolidated Statement of Profit or Loss
FOR THE YEAR ENDED 30 JUNE 2024
Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED 30 JUNE 2024
Profit/(Loss) after income tax expense for the year FY24
Other comprehensive income for the year, net of tax
The accompanying notes form part of these financial statements. These statements should be read in conjunction with the attached compilation report.
Consolidated Statement of Cash Flows
Notes to the Financial Statements
FOR THE YEAR ENDED 30 JUNE 2024
Note 1. Material accounting policy information
The accounting policies that are material to the Group are set out below.
The principal Australian Accounting Standards that have been adopted where material and relevant to the understanding of the Financial Statements are:
AASB 1060 – General Purpose Financial Statements Simplified Disclosures for For-Profit and Not-for-Profit entities
AASB 15 – Revenue from Contracts with Customers
AASB 101 – Presentation of Financial Statements
AASB 107 – Statemen of Cash Flows
AASB 108 – Accounting Policies
AASB 112 – Income Taxes
AASB 124 – Related Party Disclosures
AASB 136 – Impairment of Assets
AASB 1054 – Australian additional disclosures
Basis of preparation
These general purpose financial statements have been prepared in accordance with the Australian Accounting Standards –Simplified Disclosures (AASB 1060) issued by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001, as appropriate for for-profit oriented entities.
These consolidated Financial Statements were authorised for issue by the Company’s Board of Directors on 22nd December 2024.
Historical cost convention
The financial statements have been prepared under the historical cost convention.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Vanessa Megan Holdings Pty Limited (‘parent entity’) as at 30 June 2024 and the results of all subsidiaries for the year then ended. Vanessa Megan Holdings Pty Limited and its subsidiaries together are referred to in these financial statements as the ‘Group’.
Subsidiaries are all those 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 to direct the activities of 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.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Vanessa Megan Holdings Pty Limited’s functional and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
The Group recognises revenue as follows:
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which is generally at the time of delivery.
Interest
Interest revenue is recognised as interest accrues.
Other revenue
Other revenue such as R&D Incentives are recognised when it is received or when the right to receive payment is established.
Income tax
The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group’s normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the statement of cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the statement of financial position.
Trade and other receivables
Trade receivables are recognised at invoiced value and if required subsequently, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.
Customer acquisition costs
Customer acquisition costs are expensed as incurred.
Customer fulfilment costs
Customer fulfilment costs are expensed as incurred.
Right of return assets
Right of return assets represents the right to recover inventory sold to customers and is based on an estimate of customers who may exercise their right to return the goods and claim a refund. Such rights are measured at the value at which the inventory was previously carried prior to sale, less expected recovery costs and any impairment.
Inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a ‘first in first out’ basis. Cost comprises of direct materials and delivery costs, direct labour, import duties and other taxes, an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity, and, where applicable, transfers from cash flow hedging reserves in equity. Costs of purchased inventory are determined after deducting rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification.
Plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows:
Buildings
Leasehold improvements
Plant and equipment
40 years
3–10 years
3–7 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.
Right-of-use assets
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at the lesser of fair value and cost at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
Research and development
Research costs are expensed in the period in which they are incurred.
Patents and trademarks
Significant costs associated with patents and trademarks are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite life of 10 years.
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired.
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
Refund liabilities
Refund liabilities are recognised where the Group receives consideration from a customer and expects to refund some, or all, of that consideration to the customer. A refund liability is measured at the amount of consideration received or receivable for which the Group does not expect to be entitled and is updated at the end of each reporting period for changes in circumstances.
Borrowings
Loans and borrowings are recognised at the contracted value of the repayments, plus transaction costs.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate.
Provisions
Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method.
Issued capital
All shares are classified as equity.
Dividends
Dividends are recognised when declared during the financial year and no longer at the discretion of the company.
Goods and Services Tax (GST) and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
Note 2. Trade and Other Receivables
Impairment loss allowances for Trade Receivables recognised in the Profit or Loss account were $9,304.
Note 3. Related party transactions
Vanessa Megan Skincare Pty Ltd is a 100% owned Subsidiary of VMH and has the following Related party balances and transactions:
⚪ Loan Receivable at 30 June 2024 from Biode Pty Ltd a company ultimately controlled by the Directors and principal shareholders of Vaness Megan Holdings Pty Ltd. The loan is included in the Financial Statements as ‘Related Party Loans’ $103,922.
⚪ Loan Receivable at 30 June 2024 from Vanessa Megan who is a Director and ultimate principal shareholder of Vanessa Megan Holdings Pty Ltd. The loan is included in the Financial Statements as part of ‘Related Party Loans’ $107,541.
Vanessa Megan (Director) and Grant Lyndon (Director) were both employees of Vanessa Megan Skincare Pty Ltd during FY2024 and drew salaries in their respective roles with the company.
Note 4. Inventory
Finished Goods
Raw Materials
Total
30th June 2024
$407,638
$71,936
$479,574
Note 5. Property Plant and Equipment
30th June 2024
Leasehold Improvements
$50,008
Less: Accumulated Depreciation ($1,250)
Total $48,758
Note 6. Revenue
The group generates revenue primarily from the sale of Naturaceutical Skincare products globally. The disaggregated revenue by primary geographical market, and main distribution channels is shown in the following table:
Geographical
Note 7. Intangible Assets
The group capitalised costs associated with Trademark design and the Directors consider that there has not been any impairment in their value (refer Note 1).
Note 8. Government Grant
The Group engages in Research & development which qualifies under the Federal Governments R&D Tax incentive scheme for ‘Cash Back’ grants based on the annual qualifying expenditure. Given the uncertainty around the final grant figures the income is recognized in the accounts when received.
Directors Declaration
FOR
THE YEAR ENDED 30 JUNE 2024
In the directors’ opinion:
⚪ the attached financial statements and notes comply with the Corporations Act 2001, the Australian Accounting Standards - Simplified Disclosures, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
⚪ the attached financial statements and notes give a true and fair view of the consolidated entity’s financial position as at 30 June 2024 and of its performance for the financial year ended on that date;
⚪ there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
VANESS MEGAN GRAY LYNDON Director
22nd December 2024
Sydney
At Vanessa Megan, our unwavering commitment is to redefine beauty, harness the power of nature, and deliver genuine transformations. Regardless of the product or service, we remain dedicated to these principles. Every single day, we strive to inspire and uplift individuals by pro1noting an understanding of the true beauty found in nature. Our goal is to create a lasting impact that resonates across the globe.
