Final Results & Notice of AGM

Voyager Life PLC

05 September 2023

 

5 September 2023

Voyager Life plc

("Voyager" or the "Company") 

Final results for the period ended 31 March 2023 and Notice of AGM

Voyager, the health and wellness company supplying high-quality Cannabidiol (CBD), hemp seed oil and hemp-related products, is pleased to provide the Company's audited results for the period ended 31 March 2023.

Highlights include:

·    Revenue of £284,000 (2022: £178,000)

·    Cash of £990k as at 31 March 2023 (including cash held in escrow)

·    Total assets of £1.9 million (2022: £2.3 million) and net assets of £1.1 million (2022: £1.6 million)

·    Four revenue lines (online, own stores, third party stores, private label & white label)

·    Two brands (Voyager and Ascend Skincare)

·    72 formulated products (one of the broadest CBD ranges in the UK) and, in its own stores, over 400 SKUs (stock-keeping units)

The Company's annual report and accounts for the year ended 31 March 2023 and notice of annual general meeting ("AGM") were posted on 4 September 2023 to Voyager's shareholders.  The AGM will be held at 10.00 am on Wednesday 27 September 2023, at the Company's offices at Tay House, Riverview Business Park, Friarton Road, Perth, Perthshire PH2 8DF.

Copies of the annual report and accounts and notice of AGM are available on the Company's website:  https://www.voyagerlife.uk

Nick Tulloch, Chief Executive Officer and Founder of Voyager, said: "We made substantial progress across all of our business lines during the year.  The highlight on our own brand was for our pet products to be stocked in Jollyes stores across the UK.  Our first contract with a national retailer, the order was delivered and settled after the year end but Jollyes' distributor has already placed and received a second order showing that sell-through has been strong.

"It is our manufacturing division, VoyagerCann, where we still expect to see the highest rate of growth.  We developed our customer base further during the year, securing several repeat orders, but, as with our own brand, the biggest successes were realised after the financial year had ended.  In the early part of summer, we manufactured our largest single order to date, sending over £20,000 of products to the EU and we have subsequently started manufacturing products for a well recognised brand in the UK.  As delighted as we are with these successes, it will be securing repeat orders that will truly accelerate the business.

"Voyager finishes the year with one of the largest product ranges amongst UK CBD companies and with a reputation as a specialist manufacturer of CBD and plant-based health & wellness products.  We are under no illusions about the challenges of operating in this industry but our ability to generate revenue from several different business lines, coupled with our strict adherence to product quality and integrity, has us well placed amongst our competitors."

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

ENDS

Enquiries:

Voyager Life plc Nick Tulloch, CEO	Tel: [phone] http://voyagerlife.uk [e-mail]
Cairn Financial Advisers LLP (AQSE Corporate Adviser) Ludovico Lazzaretti/Liam Murray	Tel: [phone]
Stanford Capital Partners LLP (Broker) Patrick Claridge   Bob Pountney John Howes	[phone] [phone] [phone]

Notes to Editors:

About Voyager

Voyager was founded in 2020 and is based in Perth, Scotland.  The Company's primary objective is the formulation, manufacture and supply of high quality CBD and hemp seed oil products although it also produces several other complementary products, the majority of which are manufactured from the hemp plant.  Its product categories include a pet range which has rapidly developed into one of the Company's best sellers.   The Company sells online, through third party stores and in its own stores which are located in St Andrews, Edinburgh and Dundee.  The Company has two principal retail brands: Voyager, focused on health & wellness and petcare, and Ascend Skincare, its beauty range.  Voyager products are currently available from Cornwall to Shetland in over 150 online and brick-and-mortar outlets.

The Company's philosophy of plant-based health and wellness is embodied in its mission statement and hashtag of "Choose you". With an experienced team and a product line created in line with the UK's regulatory regime, Voyager aims to become the trusted brand in this increasingly popular health and wellness space.

Through Voyager's bespoke skincare product creation and development division, voyagerCann, the Company also offers a full turnkey service to other CBD, skincare and cosmetics brands assisting them in developing and launching new products with a manufacturing and distribution facility in Scotland.

Website and social media links:

Voyager:

https://voyagercbd.com/

https://www.instagram.com/voyagercbd/

https://twitter.com/voyagercbd

https://www.linkedin.com/company/voyager-cbd/

https://www.facebook.com/voyagercbd/

voyagerCann:

https://voyagercann.com/

https://www.instagram.com/voyagercann/

https://twitter.com/voyagercann/

https://www.linkedin.com/company/voyagercann/

https://www.facebook.com/voyagercann/

Forward Looking Statements

These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

CHAIRMAN'S STATEMENT

It is a pleasure to present Voyager's annual report and accounts for our financial year end at 31 March 2023.  It has been another year of progress across our business lines with perhaps the most significant change being in our manufacturing division, VoyagerCann, which now makes more products for third parties than it does for our own brands.  Today we supply businesses who sell across the full breadth of the UK retail market, from boutique stores to national retailers, and we deliver direct to several different online shopping platforms, including Amazon and QVC.

This expansion of VoyagerCann has not been at the expense of our own brands, Voyager and Ascend Skincare, which today have over 70 formulated products between them.  With one of the largest ranges in the UK, we not only showcase our manufacturing talents but also position those brands to appeal to a wide and varied audience.

On 16 December 2022, we announced the proposed acquisition of a Polish manufacturing and extraction facility from Goodbody Health Limited ("Goodbody"), with a view to extend our business into Europe and complete our vertical integration.

As announced at the time, legal title to the facility was expected to pass following the conclusion of certain Polish registration requirements.  Legal advice received at the time from Goodbody's lawyer indicated that this process would be a formality, taking around two to three months, but in fact the decision was deferred on two occasions without any certainty of timing for conclusion.  The longstop date under the sale and purchase agreement with Goodbody, which had already been extended once, expired on 30 June 2023.

Regrettably it became apparent that we were some distance apart from Goodbody on terms for a further extension and the open-ended approval process was creating increasing uncertainty for our operations.

Relinquishing the facility was not a decision we took lightly but, as the Polish approval process continued to lengthen, it became apparent that the long-term interests of Voyager would not be served by continuing to operate that business without full ownership.  Although there has been a financial cost to us, both from professional fees on the transaction and some operating costs during the first six months of 2023, we can console ourselves that the unusual transaction structure unexpectedly gave us a near "risk free" opportunity to test our strategic objectives before fully committing to the purchase.

Prior to our Polish venture, we had explored another acquisition, albeit with quite different characteristics.  Tree of Life was one of the UK's larger distributors of health and wellness products and came to our attention when its parent company went into administration.  Our initial interest was to acquire the business in partnership with another bidder but, when it became apparent that our partner had no funds of their own but nevertheless expected a material stake in the acquired entity, we terminated the joint acquisition as such a structure would clearly not have been in our shareholders' interests.  We were subsequently contacted by the administrators and asked if we would be interested in proceeding independently. We elected to do so and, although came close to completing the acquisition (including going as far as setting up a new subsidiary to act as the acquisition vehicle), a series of external influences impacted our fundraising plans and, reluctantly, we made the decision to withdraw.

During the year, we completed two fundraisings, albeit both were linked in time and objective to our planned acquisition in Poland.  We raised a total of £568,000 at 12 pence per share, with each investor also receiving a warrant exercisable at 20 pence.

At the end of the financial year, Nikki Cooper, who had served as a non-executive director since our IPO, resigned from the board of directors.  She had been offered a new full-time role that prevented her from holding outside interests and so notified the Board of her resignation. She was an active and supportive member of our board, offering sound advice during our early growth period and I am grateful for all that she has done for us and wish her well in her new role.

I wrote last year that two disappointments during the period had been the performance of our share price as well as the rigid stance taken by the Food Standards Agency ("FSA") on novel foods.  One year on and those challenges remain.  Our share price has actually been relatively stable during the year but the CBD sector continues to fail to deliver for investors and interest is consequently limited.  Of course, we recognise that our own contribution to the sector stumbled during the year with our two attempted acquisitions.  Although we do not regret our decisions in either case, in our view the persistent low liquidity in our shares on Aquis hampers our ability to attract new followers to our story. 

However, in spite of our frustrations, we continue to believe that our strong balance sheet and conservative management sets us apart from many.  Our total assets stood at £1.9 million at 31 March 2023 and, importantly, as at 31 March 2023 our cash balance was £490,000 (not including the escrow account that was repaid to the Company on 10 July 2023) giving us a healthy working capital position for the near term.  Furthermore, the fact that we have built our business a fraction of the budget that many of our competitors have spent evidences, we hope, our cautious professionalism.

Notwithstanding the difficulties we have had with M&A in the past 12 months, we remain convinced that collaboration with our peers represents the fastest route to success in our industry and we regularly examine opportunities in the sector, both for corporate activity or commercial cooperation.  Just as I said last year, we believe that many UK CBD companies will continue to struggle with regulation, high levels of competition and high cash burn coupled with a waning investor appetite and that may create opportunities for us.

On 31 March 2022, the FSA published its initial list of ingestible CBD products permitted for sale in England and Wales until such time as they are either authorised or rejected.  Currently, no CBD products have been authorised for sale by the FSA with most of the list still classified as "awaiting evidence". At present, Voyager's ingestible CBD products are not included on the list although, from what the Directors understand based on our interactions with the FSA, the only impediment to the Company's inclusion is that the FSA has only assessed brands that were on the market on 13 February 2020, being the date of the FSA's original announcement of its policy on CBD products and prior to Voyager's incorporation on 12 November 2020. 

Like other brands, we have made representations to the FSA that the current policy is inconsistent and does not achieve what it originally set out to do, namely help consumers identify which products are safe to use.  We are aware of other products currently on the FSA's list that were apparently launched after the cut-off date of 13 February 2020 as well as other brands on the list who have changed their ownership, formulations or sources of ingredients.  According to comments on social media and online, some products on the list are allegedly over the legal limit for THC content too.  It remains a frustration that these inconsistencies, indiscretions and changes are tolerated whereas a date of incorporation is seen as prohibitive.

We will continue to lobby the FSA for a fairer and more consistent approach to the CBD industry but these policies, however inconsistent we think they may be, are entrenched and we recognise that we need to work within the regulatory environment that exists.

Despite these frustrations, the FSA's stance has had very limited impact on our business to date.  The sales of ingestible CBD products that we make are transacted out of Scotland and so not within the FSA's authority. Furthermore, ingestible CBD products form less than 20 per cent. of the CBD-based products currently sold by Voyager.

Nevertheless, our strategy is to expand our business both across the UK and internationally and the direction of travel of regulators around the world is to define criteria under which CBD should be sold, a concept that we whole-heartedly support.  We will always work proactively with regulators and our manufacturing partners to ensure all Voyager products meet the required standards of safety, transparency and quality.

Our industry remains crowded but we are convinced that our values of integrity and transparency will continue to separate us from our peer group.  As always, the Voyager board welcomes shareholder interaction and feedback and we hope to see as many of our investors as possible at our AGM on 27 September. Notice for the meeting is set out at the end of this annual report.

Eric Boyle

Non-Executive Chairman

4 September 2023

CEO'S REVIEW

As our Chairman has written above, we work in a competitive industry that is burdened by a far higher regulatory threshold than other fast moving consumer goods.  Whilst at first glance this appears to be an impediment, Voyager's strategy has always been to lead with transparency, quality and integrity and, importantly develop revenues across multiple products and sales' channels.  Just as we reported last year, the Company has four sources of income:

1.    White label and private label skincare manufacturing through our VoyagerCann division

2.    Sales through third party stores

3.    Sales through our own stores in St Andrews, Edinburgh and Dundee

4.    Online sales - comprising our own website along with third party sites and online marketplaces

During the year, it is the contribution from our own stores that is the most significant in revenue terms accounting for 65% of revenues, with trade customers 20% and online sales 14%.  However, it is items 1 and 2 in the above list, being trade customers, that we believe represent the biggest growth areas.

VoyagerCann

We established our manufacturing division, VoyagerCann, in February 2022 following our acquisition of the business and assets of Cannafull Limited out of administration.  Initially, the division served a few small customers, inherited from its predecessor business, and took on the manufacturing of Voyager and Ascend Skincare products.  However, by the tail end of that year, we were manufacturing a wider range of products and, importantly, were in discussions with larger prospective customers.

We offer two broad categories of service:

·    White label which we define as manufacturing and supplying our existing formulations

·    Private label which is either the adjustment of an existing formulation, perhaps for scent or CBD strength, or new product development

Margins are higher in private label projects, reflecting the increased complexity and time incurred in creating the product.

VoyagerCann offers a "shelf ready" solution providing, at the option of customers, a fully packaged, labelled and batch coded product supplied with all necessary accreditations for immediate sale.  Many of our customers take advantage of this and it is not unusual for us to deliver orders directly to retailers, rather than to our customers themselves.  Equally, we provide bulk supply services or hybrid arrangements where we bottle products but customers carry out the final labelling and packaging themselves.

The nature of bespoke manufacturing is that terms vary between customers but a typical arrangement would follow these steps:

·    Customer provides specification for manufacture

·    Written quote (smaller orders) or manufacturing services agreement (larger orders) provided to customer

·    Customer confirms order and pays deposit (usually of an amount that covers all of Voyager's out-of-pocket expenses)

·    Manufacturing commences (3 - 8 weeks depending on volumes and complexity)

·    Bottling, packaging and labelling as appropriate

·    Delivery to customer

The CBD industry is characterised by a large number of brands, many of which are competing for the same end customer, resorting to differing levers of price and marketing spend to attract their attention.  Conversely, the number of manufacturers of CBD products is considerably less.  The Directors of Voyager believe that our fastest route to profitability is to become recognised as a reliable supplier to the CBD industry.

In my discussions with investors, I have often observed that there is no "Coca-Cola" of CBD and hemp. Despite the forecasted prolific growth in consumer appetite for CBD (16.2 per cent. per annum between 2023 and 2030 according to Grand View Research), no single brand has to date captured a significant share of the market. Brand loyalty and, to some extent, brand recognition, is fragmented but this remains a young industry and our belief is that, in the coming years, champion brands will emerge.  We have every confidence that our own brands will feature - and I write more about that below - but, more prudently, our ambition is to be a manufacturer and supplier to some of the larger CBD and hemp brands.

During our operation of the Polish extraction and manufacturing facility, we did transfer the production of some of our range out of Scotland.  This has since been reversed with all products now being made in Scotland again and to no detriment to customers.

Third party stores

It is no secret that we have lacked the budget for a nationwide sales team to target multi-store retail accounts.  Instead, we have relied on our product quality and price points and we have predominantly targeted independent stores.  These have an advantage over the national retailers in that their product ranges may be more bespoke and the margins available to suppliers healthier. However, volumes are naturally smaller and account management is more fragmented and time consuming.

As much as we envied the shelf position of our competitors in high street chains, the margins and marketing requirements of those chains would be a drain on our balance sheet.  Nevertheless, we have been searching for an opportunity to build a volume market in our own brands and that came near the end of the financial year with our pet range.  This has been stocked since June in Jollyes stores across the UK and early signs are very promising with a second order already dispatched. 

That success has brought further opportunities and pitches to other nationwide retailers, one of which has recently agreed to stock our products online.  Our ethos has always been to promote the wider benefits of the hemp plant, and not just CBD, and so the fact that our pet range, which is based on hemp seed oil and hemp fibres, is leading our way into mainstream UK retail gives us considerable satisfaction.

Outside of this, we have maintained our partnerships with well-known names in the retail sector including CLF, Thompson and Morgan, the Range and Wayfair which give us the opportunity to build volume sales across our wider product range.

As planned, the Voyager team attended several trade fairs during the year in different locations around the UK. Following our experiences last year where beauty and pet events were the biggest successes for Voyager and white label events were most beneficial to VoyagerCann, we attended fewer events this year but focused on those areas that have had the most impact.  Particular mention goes to the "Pet Huddle" in January and the White Label Expo in March, both of which generated substantial leads.  As well as meeting customers, we always welcome shareholders and investors to our stalls where we have our full product line up which we are happy to showcase and provide samples.

Own stores

We have always said that our products are inherently personal in nature.  Taste, texture and scent are a key part of a customer's decision in what to buy but the reasons for adding CBD, or other plant-based therapies, into a person's health & wellness routine is an individual choice.  Staff in our three stores are trained to guide and assist customers in their decision making, providing accurate and honest information on our products and CBD generally. 

It is well publicised that the retail market is a difficult place in which to operate.  The price competition from online sales coupled with the costs of staff, rents and business rates make the high street a difficult place to be.  We lack the marketing muscle of bigger high street stores so our strategy needs to be creative and coupled with a close eye on running costs.

During the 2023 financial year, we have increased our attendance at local fairs, trade events and markets.  This provides another sales outlet but also acts as an advertisement for our products and services. We generally staff these events with our shop assistants meaning their contractual hours can be applied to these field events and the shops themselves can on occasion be run on lower headcounts.

Several of these events have already proved very successful with the Royal Highland Show in Edinburgh in June 2023 being the stand out with aggregate sales of a little under £4,000.

With over 400 SKUs (stock keeping unit) now in our stores, we continue to improve the shopping experience for our customers as well as distinguishing our stores from our website.  We also continue to welcome guest brands to our stores.  As well as increasing the element of choice for customers, this is part of our theme of collaborating with our peers and we continue to keep our door open to like-minded management teams to work together on joint initiatives.  Guest brands are sold on a commission basis meaning that Voyager's working capital is not impacted by this strategy.

Online

Our highest gross margins are always likely to be online.  We periodically examine proposals to improve our SEO (search engine optimisation) and thereby online sales but have so far been unconvinced by any plan that has been presented to us.  Up-front consultancy fees, no guarantees of success, long term expenditure commitments and advice that it will take many months for results to be realised have deterred us from investing in this manner.

Instead, we have adopted two alternative initiatives.  In January 2023 we launched Voyager Rewards, which allows customers to earn points with every purchase they make on our website or in any of our three shops. Customers can redeem their points for money off future purchases and, in addition, receive special offers that are only available to Voyager Rewards members.

Voyager Rewards is an app compatible with both Android and iPhones and customers will also be able to request a rewards card if they prefer. In addition to points earned on their shopping, customers receive bonus points for completing information, referring friends and on special occasions, such as their birthday.

In June 2023, we began working with Ruby Deevoy on guest blogs for our website and email newsletters, with her first blog being published in July.  Ruby is one of the most respected and well-known freelance journalists in the CBD sector and we are hopeful that the authority of her opinion and online following will provide support for our internet sales.

Operations

Voyager now employs 21 people of which 9 are based in our head office in Perth and the remainder work in our stores.  In the past we have been supported by central and local governments on our employment initiatives. Many of these schemes ended with the Covid pandemic but the Company continues to make use of government support where available with £18,815 in total being received during the year.  Going forward, we anticipate any government support to be targeted towards growing our manufacturing capabilities - and thereby providing further employment opportunities - possibly in the form of matched funding for capital purchases or low-cost loans.  Along this theme, we applied for and received in January 2023 an interest free loan for £19,498 to support the purchase of an electric car which we use for staff travel to events and supporting shop deliveries.

During the year, along with other businesses across the UK, we have experienced rising costs, notably in utility services, packaging supplies and wage inflation.  As is our management style, we regularly examine ways to contain these costs, but the current high inflation environment inevitably poses ongoing challenges.

VoyagerCann is able in most instances to pass higher raw material costs onto our customers and we buy in bulk and source certain materials from overseas to maintain margins.  One of our expected advantages from operating an extraction facility in Poland was access to low-cost CBD.  Whilst that was indeed the case, having returned that facility to its former owners, we have made use of new supply chains and in fact have recently purchased high-quality CBD isolate at a lower price, delivered to our UK facility, than the cost of producing it in Poland.

The unerring focus of the Voyager team is to build the profile of our two retail brands and VoyagerCann, our manufacturing division, and, in doing so, to increase our revenue.  We have an extensive product range, three of our own stores, a growing reputation in third party stores and of course the flexibility of being vertically integrated through our own manufacturing capability. Our platform to grow is in place and the coming year promises considerable excitement.

Outlook

Objectives in the coming months include:

·    New campaigns through social media and informative blogs to boost online sales.

·    Continued growth of the Company's network of third-party stores with a particular emphasis on our pet range.

·    Promoting our own stores through local events.

·    Continuing to build on VoyagerCann's growing reputation as a trusted manufacturing partner for the CBD and hemp industry.

I wrote a year ago that competition in our industry is not always on a level playing field with several companies continuing to sell what the Directors believe are sub-standard products and make unsubstantiated health claims.  Whilst that remains the case, increasingly discerning and knowledgeable customers are turning away from these practices and more active regulators are beginning to address some of the corners that have been cut in the past. We are realistic and pragmatic in our approach.  Numerous challenges remain but what has particularly stood out for us this year is the widespread brand recognition and respect we receive at trade shows and industry events.  With the mutual support of our peer group, we believe our Company has the right model to thrive as the CBD and hemp industry matures.

Nick Tulloch

Chief Executive Officer

4 September 2023

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	Notes	Year ended 31 March 2023 £'000		Period ended 31 March 2022 £'000
Revenue	3	284		178
Cost of sales	6	(158)		(99)
Gross profit		126		79
Administrative expenses	6	(1,237)		(797)
Other operating income	5	19		39
Operating loss		(1,092)		(679)
Net finance expense IPO associated costs	9	(19) -		(16) (106)
Loss on ordinary activities before taxation		(1,111)		(801)
Taxation on loss on ordinary activities	10	-		-
Total comprehensive loss for the period attributable to the equity holders		(1,111)		(801)
Loss per share (basic and diluted) attributable to the equity holders (pence)	11	(11.1p)		(9.0p)

The period to which this consolidate statement of comprehensive income applies was the 12-month period from 1 April 2022 to 31 March 2023.

There was no other comprehensive income in the period.  All activities relate to continuing operations.

The accompanying notes form part of these financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	Notes	At 31 March 2023 £'000		At 31 March 2022 £'000
NON-CURRENT ASSETS
Intangible assets	12	2		3
Tangible assets	13	55		57
Right-of-use assets	14	584		644
Investment in subsidiary	15	-		-
Trade and other receivables: falling due after one year: rent deposit	17	17		20
		658		724
CURRENT ASSETS
Inventory	16	125		145
Trade and other receivables: falling due within one year	17	580		24
Cash and cash equivalents	18	490		1,425
		1,195		1,594
TOTAL ASSETS		1,853		2,318
CURRENT LIABILITIES
Trade and other payables	19	(177)		(97)
NON-CURRENT LIABILITIES
Trade and other payables	20	(559)		(604)
TOTAL LIABILITIES		(736)		(701)
NET ASSETS		1,117		1,617
EQUITY
Share capital	21	140		93
Share premium	22	2.004		1,508
Share based payments reserve	23	135		67
Retained loss		(1,162)		(51)
TOTAL EQUITY		1,117		1,617

Voyager Life plc is registered in Scotland with number SC680788.

The financial statements were approved by the Board of Directors on 4 September 2023 and signed on their behalf by:

Eric Boyle                                                            Nick Tulloch

The accompanying notes form part of these financial statements.

CONSOLIDATED AND COMPANY STATEMENT OF CHANGES IN EQUITY

		Share capital		Share Premium		Share based Payments Reserve		Retained earnings		Total equity
		£'000		£'000		£'000		£'000		£'000
Balance at incorporation		-		-		-		-		-
Loss for the period		-		-		-		(801)		(801)
Total comprehensive income		-		-		-		(801)		(801)
Transactions with owners
Issue of shares		93		2,427		-		-		2,520
Share issue costs		-		(138)		-		-		(138)
Reserves transfer*		-		(750)		-		750		-
Shares based remuneration		-		(31)		67		-		36
At 31 March 2022		93		1,508		67		(51)		1,617
		Share capital		Share Premium		Share based Payments Reserve		Retained earnings		Total equity
		£'000		£'000		£'000		£'000		£'000
Balance at 1 April 2022		93		1,508		67		(51)		1,617
Loss for the period		-		-		-		(1,111)		(1,111)
Total comprehensive income		-		-		-		(1,162)		506
Transactions with owners
Issue of shares		47		521		-		-		568
Share issue costs		-		(25)		-		-		(25)
Reserves transfer*		-		-		-		-		-
Shares based remuneration		-		-		68		-		68
At 31 March 2023		140		2,004		135		1,162		1,117

*The capitalisation of reserves took place in April 2021 when the Company converted to a PLC.

The accompanying notes form part of these financial statements.

The Company's only subsidiary (Tree of Life Trading Limited) did not trade during the period and consequently there is no difference between the Group's consolidated statement of changes in equity and the Company statement of changes in equity.

The following describes the nature and purpose of each reserve within equity:

Reserve	Description and purpose
Share capital	Amount subscribed for share capital at the nominal value of £0.01 per ordinary share
Share premium	Amount subscribed for share capital in excess of nominal value, net of share issue costs
Share based payments reserve	Amounts recognised for share-based payment transactions including share options granted to employees and other parties
Retained earnings / (loss)	Cumulative net gains and losses recognised in the consolidated statement of comprehensive income

CONSOLIDATED AND COMPANY CASHFLOW STATEMENT

	Notes	2023		2022
Cash flow from operating activities		£'000		£'000
Loss for the period		(1,111)		(801)
Adjustments for:
Depreciation charges - tangible fixed assets	13/14	106		57
Finance expenses	9	23		16
Finance income                                                                                           Exchange rate balance		(4) -		- -
Share based remuneration	23	68		67
Operating cashflow before working capital movements		(918)		(661)
Increase/(decrease) in inventories	16	20		(145)
Increase in trade and other receivables	17	(53)		(44)
Increase in trade and other payables		48		60
Net cash outflow from operating activities		(903)		(790)
Cashflows from investing activities
Purchase of tangible fixed assets	13	(19)		(67)
Purchase of intangible assets	12	-		(3)
Acquisition of right-of-use asset	14	-		(65)
Funding Escrow account		(500)		-
Net cash used in investing activities		(519)		(135)
Cashflows from financing activities
Repayment of lease liabilities		(56)		(1)
Proceeds from issue of shares, net of issue costs	21	543		2,351
Net cash generated by financing activities		487		2,350
Net increase/(decrease) in cash and cash equivalents		(935)		1,425
Cash and cash equivalents at the start of the period           5		1,425		-
Cash and cash equivalents at the end of the period	18	490		1,425

The accompanying notes form part of these financial statements.

The Company's only subsidiary (Tree of Life Trading Limited) did not trade during the period and consequently there is no difference between the Group's consolidated cashflow statement and the Company cashflow statement.

1.         GENERAL INFORMATION

1.1          Group

Voyager Life plc ("Voyager" or "the Company") and its subsidiary (together "the Group") are primarily involved in the development and retail of products for the health and wellness market.  The Company is a public limited company and is incorporated and domiciled in Scotland.  The Company was incorporated on 12 November 2020 with Company Registration Number SC680788 and its registered office and principal place of business is Tay House, Riverview Business Park, Friarton Road, Perth, Perthshire PH2 8DF, United Kingdom.

1.2          Company income statement

The Company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own profit and loss account in these financial statements.  The loss for the financial period dealt with in the accounts of the Company amounted to £1.1 million.

2.            PRINCIPAL ACCOUNTING POLICIES

2.1          Basis of preparation

The Consolidated Financial Statements of the Group and Company have been prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006 and regulations made under it.  The Consolidated Financial Statements have been prepared under the historical cost convention.  The principal accounting policies are set out below and have, unless otherwise stated, been applied consistently for all periods presented in these Consolidated Financial Statements. 

The financial statements are prepared in pounds sterling and amounts are rounded to the nearest thousand.

2.2          Basis of consolidation

The Group financial information incorporates the financial information of the Company and its subsidiary undertaking, drawn up to 31 March 2023.

The subsidiary included is as follows is as follows:

Entity name	Country of incorporation	Registered address	Nature of business	% voting rights and shares held
Tree of Life Trading Limited	Scotland	Tay House, Riverview Business Park, Friarton Road, Perth, Perthshire PH2 8DF	Non-trading	100% of ordinary shares

Subsidiaries are entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary.

Investments in subsidiaries are accounted for at cost less impairment.

Where necessary, adjustments are made to the financial information of subsidiaries to bring accounting policies into line with those used for reporting the operations of the Company. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

2.3          Going concern

The financial statements have been prepared on a going concern basis which assumes that the Company will continue in operational existence for the foreseeable future. 

The Company has been generating revenues from the sale of CBD and other plant-based health & wellness products and this is forecast to continue although, for the time being, revenues have not proved sufficient to support all of its overheads. However, as explained above, revenues have increased in quantum during the year and, furthermore, the Company has continued to open up new sources of revenue, particularly through new customer accounts and the development of its manufacturing division.  This has continued following the period end.

The Company is currently financed through investment by its shareholders and during the period the Company raised £567,999, before costs, from the issue of shares. The Company made a loss for the period of £1.1 million before taxation and foreign exchange adjustments. Nonetheless, the Company held bank balances of £490,000 at the year end (not including the escrow account that was repaid to the Company on 10 July 2023).

In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the twelve months from the date of approval of the financial statements. This information includes growing revenue opportunities, management prepared cash flows forecasts, the Company's current cash balances and the Company's existing and projected monthly running costs. Furthermore the Directors are mindful that, if the Company needs to raise further funds over the 12 months following approval of the financial statements in order to execute its strategy and for working capital, it has the ability to access additional financing, if required, over the next 12 months.  Specifically the Company successfully completed two fundraisings last year through the issue of new ordinary shares and, in addition, has recently held positive discussions with a prospective loan provider (should it be required).

The Directors therefore have made an informed judgement at the time of approving the financial statements that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

The auditors have made reference to going concern by way of a material uncertainty within their audit report.

2.4          Revenue recognition

Revenue is recognised at the fair value of the consideration received and represents amounts receivable for goods provided in the normal course of business net of sales incentives, discounts, returns and VAT.

Revenue is recognised when the performance obligations have been satisfied and the goods have been delivered to the customer.  It is the Company's policy to sell its products to the end customer with a right of return within 30 days. Accumulated experience is used to estimate such returns at the time of sale at a portfolio level (expected value method). The number of products returned has been small and it is highly probable that a significant reversal in cumulative revenue recognised will not occur.

Sale of goods - trade customers 

Sales to trade customers may be on credit terms.  Invoices are generated at the time of order and goods are typically despatched on the same day. Revenue from the sales of goods is recognised when confirmation of delivery to the customer has been received under the terms of the contract and when the significant risks and rewards of ownership have been transferred to the customer.

Sale of goods - retail

Sales are recognised when the goods have been sold to the customer in-store or at  trade fairs and the performance obligations have been satisfied, namely when the customer is in possession of the products.  Retail sales are usually paid in cash or by credit or debit card.  The recorded revenue is the amount of the sale (net of VAT) and the credit card fees are charged to administrative expenses.

Sale of goods - online

Payment of the transaction price is due immediately when the customer purchases the product and delivery is arranged in-house. Revenue is recognised when the goods are dispatched and the performance obligations have been satisfied.  On-line sales are typically paid for by credit or debit card.  The recorded revenue is the amount of the sale (net of VAT) and the credit card fees are charged to administrative expenses.

2.5          Foreign currency translation

a)         Functional and presentation currency

Items included in the Historic Financial Information of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The functional currency of the Group is pounds sterling. The Historic Financial Information is presented in pounds sterling which is the Company's and Group's functional currency and amounts are rounded to the nearest thousand.

b)        Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income.

2.6          Employee benefits - defined contribution pension costs and private healthcare

The Company operates a defined contribution plan for its employees.  A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity.  Once the contributions have been paid, the Company has no further payment obligations.

The contributions are charged to the statement of comprehensive income as they become payable in accordance with the rules of the scheme.  Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the statement of financial position.

The Company also provides certain employees with private healthcare.  Eligible employees opt into the scheme whereupon premiums are paid by the Company.  These premiums are charged to the statement of comprehensive income as they become payable.

2.7          Investment in subsidiaries

Investment in subsidiaries comprises shares in the subsidiaries stated at cost less provisions for impairment. 

2.8          Financial assets including trade and other receivables

Initial Recognition

A financial asset or financial liability is recognised in the statement of financial position of the Group when it arises or when the Group becomes part of the contractual terms of the financial instrument.

Classification

Financial assets at amortised cost

The Company measures financial assets at amortised cost if both of the following conditions are met:

·    the asset is held within a business model whose objective is to collect contractual cash flows; and

·    the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital and interest payments on the balance of the initial capital.

Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate Method (EIR) and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

Derecognition

A financial asset is derecognised when:

·    the rights to receive cash flows from the asset have expired, or

·    the Company has transferred its rights to receive cash flows from the asset or has undertaken the commitment to fully pay the cash flows received without significant delay to a third party under an arrangement and has either (a) transferred substantially all the risks and the assets of the asset or (b) has neither transferred nor held substantially all the risks and estimates of the asset but has transferred the control of the asset.

Impairment

The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original expected interest rate (EIR). The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Company applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Company does not track changes in credit risk, but instead, recognizes a loss allowance based on the financial asset's lifetime ECL at each reporting date.

The Company considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to enforcement activity.

At each reporting date, the Company assesses whether financial assets carried at amortized cost are credit impaired. 

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

2.9          Financial liabilities including trade and other payables

Financial liabilities measured at amortised cost using the effective interest rate method include trade and other payables that are short term in nature. Financial liabilities are derecognised if the Company's obligations specified in the contract expire or are discharged or cancelled.

Trade payables other payables are non-interest bearing and are stated at amortised cost using the effective interest method.

2.10        Intangible assets

Identifiable intangible assets are recognised when the Company controls the asset, it is probable that future economic benefits attributed to the asset will flow to the Company and the cost of the asset can be reliably measured.

Intangible assets with finite lives are stated at acquisition cost less accumulated amortisation less any identified impairment.  The amortisation period and method are reviewed at least annually and adjusted as appropriate.

Intangible assets comprise those acquired at the time of the acquisition of the Cannafull brand, website and customer lists and are being amortised on a straight-line basis over the expected useful economic life of three years which has been deemed by the Directors to be an appropriate period.  Amortisation is charged to administrative expenses.

2.11        Tangible fixed assets

Tangible fixed assets are measured at historical cost less accumulative depreciation and any accumulative impairment losses. Historical cost includes expenditure that is directly attributable to bringing the assets to the location and condition necessary for it to be capable of operating in the manner intended by management. 

Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Fixtures, fittings and equipment                               3-5 years

Motor vehicles                                                  4 years

Right-of-use assets                                         over the lease term

Useful economic lives and estimated residual values are reviewed annually and adjusted as appropriate.

2.12        Impairment testing of intangible and tangible assets

At each balance sheet date, the Company assesses whether there is any indication that the carrying value of any asset may be impaired.  If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). 

2.13        Leases

Leases are accounted for under IFRS 16.  IFRS 16 distinguishes leases and service contract on the basis of whether an identified asset is controlled by a customer.  A model where a right-of-use asset and a corresponding liability are recognised for all leases by lessees (i.e. all on balance sheet) except for short term leases and leases of low value assets.

The right-of use asset is initially measured at cost and subsequently measured at cost (subject to certain exceptions) less accumulated depreciation and impairment losses, adjusted for any remeasurement of the lease liability.  The lease liability is initially measured at the present value of the lease payments that are not paid at that date.  Subsequently the lease liability is adjusted for interest and lease payments, as well as the impact of lease modifications, amongst others.

The Group assesses whether a contract is, or contains, a lease at the inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (less than £5,000 per annum, which are considered immaterial), which fall out of IFRS 16 scope and are charged to the statement of comprehensive income on a straight-line basis over the period of the lease.

2.14        Inventory

Inventory is measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out (FIFO) method. The carrying amount of inventory sold is recognised as an expense in the period in which the related revenue is recognised and earned.

The cost of inventories comprise all costs of purchase, costs of conversion (from raw materials to finished goods) and other costs incurred in bringing the inventories to their present location and condition.

Voyager incurs some costs of conversion on inventory items from white label and private label skincare manufacturing through its VoyagerCann division. These costs of conversion include costs directly related to production, such as direct labour as well as a systematic allocation of fixed and variable production overheads that are incurred in converting materials into finished goods.

Fixed production overheads are those indirect costs of production that remain relatively constant regardless of the volume of production, such as depreciation and maintenance of factory equipment and right-of-use assets used in the production process. Variable production overheads are those indirect costs of production that vary directly, or nearly directly, with the volume of production, such as indirect materials and indirect labour.

2.15        Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

2.16        Equity

Share capital is determined using the nominal value of shares that have been issued.

The Share premium account includes any premiums received on the initial issuing of the share capital.  Any transaction costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax benefits.

Equity-settled share-based payments are credited to a Share-based payment reserve as a component of equity until related options or warrants are exercised.

Retained loss includes all current and prior period results as disclosed in the income statement.

2.17        Share-based payments

During the period, the Company issued share options to employees and share warrants to certain advisers as part of their fees.  The issue of share options constituted a modification to share options that had previously been issued by the Company as explained further in Note 2.21 below.

Equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant.  The fair value so determined is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the number of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.

Fair value is measured using a Black-Scholes pricing model.  The key assumptions used in the model have been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

 

2.18        Taxation

The tax expense for the period comprises current tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised directly in equity. In this case the tax is also recognised directly in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax represents the tax expected to be payable or recoverable on the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The Company has tax losses which can be used to offset future profits. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. No deferred tax asset has been recognised in the current period.

2.19        Research and development

The Company undertakes research and development activities with the aim of formulating and developing new bespoke CBD and hemp products.  Research and development costs (principally staff costs and ingredients) are expensed as incurred.  

2.20 Government grants

Government grants are not recognised until there is reasonable assurance that the Company will comply with the conditions attached to them and that the grants will be received.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support with no future related costs are recognised as other income in the profit and loss in the period in which they become receivable.

2.21     Critical accounting judgements and key sources of estimation uncertainty

In the process of applying the entity's accounting policies, management makes estimates and assumptions that have an effect on the amounts recognised in the financial information. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.  The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period, are those relating to the valuation of share based payments.

Modification of share options

IFRS 2 requires an entity to recognise share-based payment transactions in its financial statements. A share-based payment is a transaction in which the entity receives goods or services either as consideration for its equity instruments or by incurring liabilities for amounts based on the price of the entity's shares or other equity instruments of the entity.

The Company's share option scheme remains in identical form but the exercise conditions of the newly awarded options are both at a lower share price (reflecting the prevailing market price) and with simplified exercise conditions. The options (old and new) were issued in the capacity as Directors/employees as under the scheme. As the scheme itself remains the same and the old options did not vest, the Directors consider that the effect of the award of new shares options is that there was an amendment to the arrangement for employees and Directors listed as option holders in the existing scheme.

Operating the extraction and manufacturing facility in Poland

On 15 December 2022, Voyager contracted to acquire a company which owned and operated an extraction and manufacturing facility in Poland and, on 1 January 2023, Voyager assumed management of the operations. The proposed acquisition included the land that the facilities are built on and under Polish law non-EU purchases of real estate must obtain government approval. The acquisition agreement included a longstop date of 30^th June 2023 and, when approval was not granted by that date, the acquisition lapsed and the facility was returned to its former owners.

IFRS 3 establishes the accounting and reporting requirements for the acquirer in a business combination. IFRS 10 provides that an investor controls an investee (the Polish company) if and only if the investor (Voyager) has all of the following elements:

·     Power over the investee, i.e. the investor has existing rights that give it the ability to direct the relevant activities (the activities that significantly affect the investee's returns).

·     Exposure, or rights, to variable returns from its involvement with the investee.

·     The ability to use its power over the investee to affect the amount of the investor's returns.

The Directors consider that control of the company was never achieved on the basis that:

(i)   The acquisition agreement never became unconditional;

(ii)  The board of directors of the investee business comprised exclusively representatives of the seller;

(iii) Polish regulations require approval of several matters critical to the business operations (including annual leave, travel and certain exports) to be given only by a director of the business;

(iv) Operation of the business' bank account was in conjunction with the seller; and

(v)  The acquisition agreement contained certain restrictions on Voyager's operation of the facility.

Consequently, costs of operating the Polish company are reflected in the outstanding loan  balance.

2.22     New and amended statements adopted by the group

The following new standards and amendments to standards have been adopted by the group for the first time during the year commencing 1 April 2022:

Amendments to IAS 16: Property, Plant and Equipment (effective date 1 Jan 2022)

Amendments to IAS 37: Provisions, Contingent Liabilities and Contingent Assets (effective date 1 Jan 2022)

Annual Improvements to IFRS Standards 2018-2020 Cycle (effective date 1 Jan 2022)

Amendments to IFRS 3: Business Combinations - Reference to the Conceptual Framework (effective date 1 Jan 2022)

2.23     Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group

The following standards have been published for accounting periods beginning after 1 April 2024 but have not been adopted by the UK and have not been early adopted by the group and could have an impact on the group financial statements:

Amendments to IAS 1: Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (effective date: 1 Jan 2024)

Amendments to IAS 1: Classification of Liabilities as Current or Noncurrent - Deferral of Effective Date (effective date: 1 Jan 2024)

Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies (effective date: 1 Jan 2023)

Amendments to IAS 8: Accounting policies, Changes in Accounting Estimates and Errors - Definition of Accounting Estimates (effective date: 1 Jan 2023)

Amendments to IAS 12: Income Taxes - Deferred Tax related to Assets and Liabilities arising from a Single Transaction (effective date: 1 Jan 2023)

Amendments to IAS 1 Presentation of Financial Statements: Non-current Liabilities with Covenants (effective date: 1 Jan 2024)

Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (effective date: TBC)

Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (effective date: postponed)

The directors are evaluating the impact that these standards will have on the financial statements of Group.

2.23        Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.

The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as Nick Tulloch.

All operations and information are reviewed together so that at present there is only one reportable operating segment.

3.            REVENUE

Revenue arising from the sale of goods by type is analysed as:

		2023		2022
		£'000		£'000
	Shop revenue	186		98
	Trade sales	57		43
	Website and other sales	41		37
	Total revenue	284		178

4.            SEGMENT REPORTING

Operating segments are not reported on as there are no determined segments. There is deemed to be only one segment being the development and retail of the products for the health and wellness market and as such the information presented to the Chief Operating Decision Maker ("CODM") is the same as that set out in the primary statements. All revenue has been generated in the UK and is recognised at a point in time.

5.	OTHER OPERATING INCOME	2023		2022
		£'000		£'000
	Employment grants	19		33
	Coronavirus business support grant	-		6
		19		39

There are no unfulfilled conditions relating to the grant schemes at 31 March 2023.

6.	OPERATING EXPENSES BY NATURE	2023		2022
		£'000		£'000
	Auditors' Remuneration	63		28
	Depreciation of tangible fixed assets	22		10
	Depreciation of right-of-use assets	84		47
	Share-based payments charge	67		36
	Non-domestic rates	36		24
	Non-domestic rates relief	-		(24)
	Foreign exchange losses	-		4
	Short term operating lease costs	23		16
	Wages and Salaries	640		420
	Other operating costs	322		236

7.	AUDITOR'S REMUNERATION	2023		2022
		£'000		£'000
	Fees payable in the period to PKF Littlejohn LLP:
	Audit of the accounts of the parent company	60		28
	Other services - reporting accountant for IPO and re-registration as a plc	-		32
		60		60
All work performed in relation to the "other services" occurred prior to the Company's listing on the Aquis Stock Exchange and prior to the engagement of PKF Littlejohn LLP as auditors.  During this period, the Company was in a start-up phase and had minimal transactions.

8.	STAFF NUMBERS AND COSTS
	The average number of staff during the period, including Directors, was 28. The aggregate payroll costs of these persons were as follows:
			2023			2022
			£'000			£'000
	Wages and salaries		640*			420
	Social security costs		39			29
	Healthcare costs		2			1
	Contributions to defined contribution pension plans		17			10
			698			460
	Charge in respect of share-based payments		67			36
			765			496

*Including manufacturing salaries that have been included in cost of sales on the statement of comprehensive income.

Directors' emoluments

The number of directors who received share options during the period was 2.

There were no directors who exercised share options during the period.

The directors' aggregate emoluments in respect of qualifying services were:

	Salary	Pension	Benefits	Share based remuneration	2023 TOTAL
	£'000	£'000	£'000	£'000	£'000
Executive Director:
N Tulloch**	90	9	2	62	163
	90	9	2	62	163
Non-executive Directors:
E Boyle*	45	-	-	27	72
N Cooper***	30	-	-	-	30
J Overland***	30	-	-	-	30
	105	-	-	27	132

* Eric Boyle was appointed as Non-executive Chairman of the Company pursuant to a letter of appointment dated 28 June 2021. With effect from Admission to AQSE on 1 July 2021, Mr Boyle's director's fee is £45,000 pa.

** Nick Tulloch was appointed as Chief Executive Officer of the Company pursuant to a service agreement dated 28 June 2021.  With effect from Admission to AQSE on 1 July 2021, the basic salary payable to Mr Tulloch is £90,000 per annum and in addition a discretionary bonus in relation to each financial year which may be payable in cash and/or shares. The Company is also required to make a contribution equal to 10 per cent of Mr Tulloch's annual salary into his personal pension and provide private medical insurance for him and his family.

*** The Non-Executive Directors were both appointed on 8 June 2021, each with a salary of £30,000 per annum.

Key management

The Directors consider that key management personnel are the Directors of Voyager Life plc.

9.	NET FINANCE EXPENSES	2023		2022
		£'000		£'000
	Net finance expenses comprise:
	Finance charge on lease liabilities for assets-in-use	23		16
	Interest Income	(4)		-

10.	TAXATION Recognised in the income statement		2023			2022
			£'000			£'000
	Current tax		-			-
	Deferred tax		-			-
	Taxation charge/credit for the period		-			-
	Loss on continuing operations before tax		(1,111)			(801)
	Tax using the UK corporation tax rate of 19%		(211)			(152)
	Impact of costs disallowable for tax purposes		41			45
	Impact of temporary timing differences					-
	Impact of unutilised tax losses carried forward		170			107
	Taxation charge for the period		-			-
	The UK Government enacted changes to the UK tax rate in 2020, resulting in the rate remaining at 19% (instead of the previously intended reduction from 19% to 17%).  In the 2021 Budget, the UK Chancellor announced that legislation would be proposed to increase the main rate of corporation tax to 25% from 1 April 2023.
	Tax has been calculated based on the rate of 19% which was effective for the period.  The taxation charge in future periods will be affected by any changes to the corporation tax rates in force in the countries in which the Company operates.  At 31 March 2023, the Group had unutilised tax losses of £1,515,000. The deferred tax asset not provided for in the accounts based on the estimated tax losses and the treatment of temporary timing differences, is approximately £288,000.

11.          LOSS PER SHARE

The calculation of the loss per share is based on the loss for the financial period after taxation of £1.1 million and on the weighted average of ordinary shares in issue during the period. 

The options outstanding at 31 March 2023 are considered to be non-dilutive in that their conversion into ordinary shares would not increase the net loss per share.  Consequently, there is no diluted loss per share to report for the period.

	2023			2022
Weighted average shares in issue	10,042,872			8,927,731
(Loss)/earnings (£'000)	(1,111)			(801)
(Loss)/earnings per share	(11.1)			(9.0)

12.          INTANGIBLE ASSETS

	Group and Company
				Identifiable assets acquired
								£'000
	Cost
	Additions during prior period							3
	At 31 March 2022							3
	Amortisation
	Charge for the period							-
	At 31 March 2022							3
	Net book value
	At 31 March 2022							3
	Group and Company
				Identifiable assets acquired
								£'000
	Cost
	At 1 April 2022							3
	Additions							-
	Amortisation
	Charge for the period							1
	At 31 March 2023							2
	Net book value
	At 31 March 2023							2

The intangible assets arose from the acquisition of the trade and assets of Cannafull Limited and Ascend Skincare in December 2021 and primarily relate to the value of the brands, their websites and social media platforms and customer lists.  These are being amortised over a period of 3 years.

13.          TANGIBLE ASSETS

	Group and Company	Fixtures, fittings and equipment		Motor vehicles		Total
		£'000		£'000		£'000
	Cost
	At incorporation	-		-		-
	Additions	45		22		67
	At 31 March 2022	45		22		67
	Depreciation
	At incorporation	-		-		-
	Charge for the period	(17)		(3)		(10)
	At 31 March 2022	(17)		(3)		(10)
	Net book value
	At 31 March 2022	38		19		57

	Group and Company	Fixtures, fittings and equipment		Motor vehicles		Total
		£'000		£'000		£'000
	Cost
	At 1 April 2022	45		22		67
	Additions	2		17		19
	At 31 March 2023	47		39		86
	Depreciation
	At 31 March 2022	(7)		(3)		(10)
	Charge for the period	(14)		(7)		(21)
	At 31 March 2023	(21)		(10)		(31)
	Net book value
	At 31 March 2023	26		29		55

14.          RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

The Company leases a number of properties for its retail operations and has accounted for these arrangements under IFRS 16 - Leases, which sets out the principles for recognition, measurement, presentation and disclosure of leases.

The interest rates implicit in the leases of between 3% per annum and 4% per annum have been applied.  The leases are repayable in monthly instalments.  Each of the Company's leases for its three retail premises is for an initial 10-year term and thereafter extendable by agreement.  The leases for its Dundee and St Andrews premises contain break clauses at 3 years and 5 years respectively.  The Company makes assumptions in respect of rent review dates within its internal planning and analysis.

The carrying amounts of the right of use assets recognised and the movements during the period are shown below:

Group and Company								ROU Asset
								£'000
Cost
At 1 April 2022								691
Additions								24
At 31 March 2023								715
Depreciation
At 1 April 2022								(47)
Charge for the period								(84)
At 31 March 2023								(131)
Net book value
At 31 March 2023								584
Group and Company
									£'000
Lease liabilities recognised									613

The lease payments during the year amounted to £56,000.

The maturity of the leases outstanding is as follows:

Company and Group
						£'000
Current < 1 year						69
Non-current 2 - 5 years						275
Non-current > 5 years						269
Total Non-current						544
Total Lease liability at 31 March 2023						613
15.	INVESTMENT IN SUBSIDIARY
				2023						2022
	Company			£'000						£'000
	Investment in subsidiary			-						-

Subsidiary Company:

As at 31 March 2023, the Company had one subsidiary, Tree of Life Trading Limited, of which it owned 100%.  Tree of Life Trading Limited was incorporated in Scotland with its registered office at Tay House, Riverview Business Park, Friarton Road, Perth, Perthshire PH2 8DF.  Tree of Life Trading Limited did not trade in the period. 

16.	INVENTORY
	Company and Group			2023		2022
				£'000		£'000
	Finished products and consumables			122		145
	Raw materials			3

The provision held at 31 March 2023 for slow moving stock is £nil.  There are no material differences between the balance sheet value of inventory and their replacement cost.

17.	TRADE & OTHER RECEIVABLES
	Group and Company			2023		2022
				£'000		£'000
	Amounts falling due within one year
	Trade receivables (Net of Bad Debt provision)			7		5
	Escrow account Other receivables			500 8		2
	Prepayments and accrued income VAT  receivable                                                      Sativa Wellness debtor account			13 17 35		17 - -
				580		24
	Amounts falling due after one year
	Other receivables: rent deposit			17		20
				587		44

All amounts in trade receivables are due within 3 months.  The non-collection risk on trade receivables is reflected in the level of allowance for non-recovery of £1,000.

Other receivables relate to the escrow account that was repaid to the Company on 10 July 2023 and rent deposits.

The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.  Fair values have been calculated by discounting cash flows at prevailing interest rates.  See also Note 27.

18.	CASH & CASH EQUIVALENTS
	Group and Company					2023		2022
						£'000		£'000
	Cash at bank					490		1,425

Cash at bank comprises of balances held in current bank accounts (but does not include the escrow account that was repaid to the Company on 10 July 2023).  The carrying amount of these assets approximates to their fair value. 

19.	TRADE & OTHER PAYABLES AMOUNTS FALLING DUE WITHIN ONE YEAR
	Group and Company		Note	2023		2022
				£'000		£'000
	Trade payables			(9)		(4)
	Accruals			(74)		(54)
	Pensions payable			(2)		(2)
	Right of use liability Other payables		14	(70) (22)		(37) -
				(177)		(97)

Trade payables and accruals principally comprise amounts outstanding for trade purchases and continuing costs.  The Directors consider that the carrying amount of trade and other payables approximates to their fair value.  See also Note 27.

20.		TRADE & OTHER PAYABLES AMOUNTS FALLING DUE AFTER ONE YEAR
		Group and Company	2023				2022
			£'000				£'000
		Non-current right of use liabilities
		Later than 1 year and not later than 5 years	288				259
		More than 5 years	271				345
			559				604
21.	SHARE CAPITAL			31 March 2023				31 March 2022
				£'000				£'000
	Allotted called up and fully paid:
	13,986,244 ordinary shares of £0.01 each			140				93

The Company has only one class of share.  All ordinary shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital. The following changes to the issued share capital of the Company during the year:

	Number	Par value of shares issued
		£'000
At 31 March 2022	9,252,920	93
16 December 2022 subscription for shares	2,899,992	29
20 March 2023 subscription for shares	1,833,332	18
Total issued in the period	4,733,324	47
Number of shares in issue at 31 March 2023	13,986,244	140

The following changes to the issued share capital of the Company have taken place during the year:

(i)      on 3 January 2023, the Company issued 2,899,992 fully paid-up Ordinary Shares for cash at a subscription price of 12 pence per Ordinary Share to certain investors;

(ii)     on 24 March 2023, the Company issued 1,833,332 Ordinary Shares for cash at a subscription price of 12 pence per Ordinary Share to Nick Tulloch, Eric Boyle and another investor.

At 31 March 2023 there were warrants and options outstanding over 6,498,774 unissued ordinary shares.   Details of the warrants and options outstanding are as follows:

Granted	Exercisable from	Exercisable until	Number Outstanding	Exercise price (p)
Warrants
30 June 2021	Any time until	30 June 2024	34,474	38
30 June 2021	Any time until	30 June 2024	102,394	58
24 March 2023	Any time until	20 March 2025	4,794,088	20
			4,930,956
Options
16 January 2023	Any time until	16 January 2033	1,567,818	20
			1,567,818
Total			6,498,774

The Directors held the following options at the end of the period. As explained further in note 23, these options only vest if the Company's share price exceeds a hurdle of 20 pence.

Director	Date of award	Award in the period	At 31 March 2023	Exercise price (pence)	Earliest date of exercise	Latest date of exercise
E Boyle	16 January 2023	460,652	460,652	20	16 January 2025	16 January 2033
N Tulloch	16 January 2023	921,304	921,304	20	16 January 2025	16 January 2033
Total		1,381,956	1,381,956

The market price of the shares at the year-end was 11.25 pence per share. 

During the period, the minimum and maximum prices were 11.25 pence and 14.25 pence per share respectively.

Since the end of the period, 80,000 share options have been forfeited by members of staff who have left the Company leaving a total of 1,489,818 options outstanding.

22.          SHARE PREMIUM ACCOUNT
		2023
		£'000
At 31 March 2022		1,508
3 January 2023 issue of shares		319
24 March 2023 issue of shares		202
Total issued in the period		521
Less:  Costs relating to share issues		(23)
Less: Cost of share warrants issued		(2)
At 31 March 2023		2,004

23.          EQUITY-SETTLED SHARE-BASED PAYMENTS RESERVE

					2023
					£'000
	On options and warrants granted in the period				135
	At 31 March 2023				135

During the period the Company issued warrants to certain advisers as part of their fees.  The process for valuing these warrants is set out below.  The Company also issued share options to its staff and certain directors.  The share options have an exercise price of 20 pence per share and shall vest over two years from the date of grant subject to continued employment and the 30 day volume-weighted price of the Company's ordinary shares ("VWAP") being 20 pence or more per share at any time after the second anniversary of grant.

The share options are Enterprise Management Incentive (EMI) options and therefore there is no employer's National Insurance Contributions on either their grant or exercise.

The details of the exercise price and exercise period of warrants and options are given in Note 21 above.   

Details of the options and warrants outstanding at the period end are as follows:

		2023	2023
Options and Warrants		Number	Weighted average exercise price    - pence
Outstanding at the beginning of the period Surrendered during the period		1,181,234 1,181,234	23.17p 23.17p
Granted during the period		1,597,818	20.00p
Lapsed during the period		30,000	20.00p
Exercised during the period		-
Outstanding at the period end		1,567,818	20.00p
Exercisable at the period end		1,567,818	20.00p

There were no options or warrants exercised during the period.  Since the end of the period, 80,000 share options have been forfeited by members of staff who have left the Company.

The options and warrants outstanding at the period end have a weighted average remaining contractual life of 3.9 years.  The exercise price of the options and warrants outstanding at the period end range from 20 pence to 58 pence per share.  Full details of the exercise price and potential exercise dates are given in Note 21 above.

There were 4,794,088 warrants and 1,597,818 options granted during the year, with 80,000 options lapsing during the year or afterwards.  The fair value of warrants granted during the year were calculated using a Black Scholes pricing model and the inputs into the model were as follows:

Share price at date of issue of warrants		12p
Exercise price		20p
Expected volatility		41.57%
Risk free rate		3.384%
Expected dividend yield		Nil

The expected volatility has been arrived at through a calculation of the volatility of the share price from admission of the shares on 30 June 2021 and comparison with the volatility of share price of similar companies.

The fair value of options granted during the year were calculated using a Monte Carlo pricing model with inputs similar to the above and an exercise price of 20 pence.

The Group recognised total charges of £67,638 related to equity-settled share-based payment transactions during the period, the amount of which is included in administrative expenses and the share premium account.

24.          CAPITAL COMMITMENTS

There were no capital commitments at 31 March 2023.

25.          CONTINGENT LIABILITIES

There were no contingent liabilities at 31 March 2023.

26.          COMMITMENTS UNDER OPERATING LEASES

The Company leases an office and three retail stores.  During the period £56,000 was recognised as an expense in the Income Statement in respect of those operating leases.

As at 31 March 2023, non-cancellable operating lease rentals of £69,000 were payable within one year. 

27.          FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company's financial instruments comprise primarily cash and various items such as trade debtors and trade creditors which arise directly from its operations.  The main purpose of these financial instruments is to provide working capital for the Company's operations.  The Group did not utilise complex financial instruments or hedging mechanisms.  To date, these amounts have, individually, been not material to the Company's trading performance or working capital.

Financial assets by category

The categories of financial assets (as defined by IFRS 9: Financial Instruments) included in the balance sheet and the heading in which they are included are as follows:

Company and Group
						2023		2022
						£'000		£'000
Non-current assets
Trade and other receivables						658		20
Current assets
Trade and other receivables						705		24
Cash and cash equivalents						490		1,425
						1,853		1,469

Financial liabilities by category

The categories of financial liabilities (as defined by IFRS 9) included in the balance sheet and the heading in which they are included are as follows:

Company and Group
					2023		2022
					£'000		£'000
Current liabilities
Trade and other payables
					(91)		(60)
Categorised as financial liabilities   measured at amortised cost					(91)		(60)

All amounts are short term and payable in 0 to 9 months. 

Credit risk

The maximum exposure to credit risk at the reporting date by class of financial asset was:

Company and Group
				2023		2022
				£'000		£'000
Trade and other receivables - gross				581		6
Provisions				(1)		(1)
				580		5

Trade receivables are due within 3 months.  A provision for expected losses of £1,350 has been established.

Capital management

The Company considers its capital to be equal to the sum of its total equity. The Company monitors its capital using a number of metrics including cash flow projections, working capital ratios, the cost to achieve development milestones and potential revenue from activities. The Company's objective when managing its capital is to ensure it obtains sufficient funding for continuing its planned programme of growth. The Company funds its capital requirements through the issue of new shares to investors.

Interest rate risk

The maximum exposure to interest rate risk at the reporting date by class of financial asset was:

Company and Group
					2023		2022
					£'000		£'000
Bank balances and receivables					490		1,425

The nature of the Company's activities and the basis of funding are such that the Company has significant liquid resources.  The Company uses these resources to meet the cost of future development activities.  Consequently, it seeks to minimise risk in the holding of its bank deposits.  The Company is not financially dependent on the small rate of interest income earned on these resources and therefore the risk of interest rate fluctuations is not significant to the business and the Directors have not performed a detailed sensitivity analysis.  Nonetheless, the Directors take steps when possible and cost effective to secure rates of interest which generate a return for the Company by depositing sums which are not required to meet the immediate needs of the Company in interest-bearing deposits.  Other balances are held in an interest-bearing, 95-day notice account.  All deposits are placed with UK banks to restrict both credit risk and liquidity risk.  The deposits are placed for the short term, of up to 95 days, to provide flexibility and access to the funds and to avoid locking into potentially unattractive interest rates. 

Credit and liquidity risk

Credit risk is managed on a Group basis. Funds are deposited with financial institutions with a credit rating equivalent to, or above, the main UK clearing banks. The Group's liquid resources are invested having regard to the timing of payments to be made in the ordinary course of the Company's activities. All financial liabilities are payable in the short term (normally between 0 and 3 months) and the Group maintains adequate bank balances to meet those liabilities as they fall due.

Currency risk

The majority of income and costs are incurred in sterling and foreign currency risk is not considered to be significant.  During the period, the Group had access to both Euro and Polish Zloty bank accounts pursuant to its Polish operations but access to these accounts ceased on 30 June 2023 when these operations ceased.

28.          RELATED PARTY TRANSACTIONS

There were no related party transactions in the year to 31 March 2023 aside from the transactions with directors in respect of remuneration, share options and the issuance of shares.

29.          EVENTS AFTER THE REPORTING PERIOD

Subsequent to the year end, on 30 June 2023, the Company determined not to proceed with the acquisition of the extraction and manufacturing facility in Poland due to the prolonged timing for approval by the Polish authorities and an inability to agree terms for an extension of the long stop date with Goodbody Health Limited on terms that were in the interests of shareholders.  Costs of £50,000 that were incurred in acquiring the facility have been expensed to the profit and loss account in this financial year.

In August 2023, the Company received a payment of £27,000 from HMRC is respect of an R&D claim submitted for the period from incorporation to 31 March 2022.

30.          CONTROL

In the opinion of the Directors there is no single ultimate controlling party.

 

END