Wellness and Beauty : Appendix 4D and Half Year Financial Report for FY22

1. Company details

2. Results for announcement to the market

$'000

Revenues from ordinary activities

down

100% to

-

Profit from activities after tax attributable to the owners of Wellness and Beauty Solutions Ltd

up

100%+ to 7,032

Profit for the half-year attributable to the owners of Wellness and Beauty Solutions Ltd

up

100%+ to 7,032

Dividends

There were no dividends paid, recommended or declared during the current financial period.

Comments

The profit for the consolidated entity after providing for income tax amounted to $7,032,432 (31 December 2020 loss: $13,551,000).

The Company's securities were suspended from official quotation on 1 February 2021 as a consequence of not meeting its quarterly reporting obligations. The Company subsequently entered voluntary administration on 30 March 2021 and Laurence Fitzgerald of William Buck was appointed as the administrator of the Company (Administrator).

At a meeting of creditors held on 19 July 2021, creditors of the Company approved a proposal by BRC Collective Pty Ltd (BRC) for the Company to enter into a Deed of Company Arrangement (DOCA) and approved the appointment of Laurence Fitzgerald of William Buck as deed administrator of the Company (Deed Administrator). On 9 August 2021, the Company, the Deed Administrator and BRC entered into the DOCA.

Pursuant to the terms of the DOCA, among other items, BRC's nominee, Heat Holdings Pty Ltd (Heat Holdings), was issued with 68,000,000 shares in the capital of the Company (Placement Shares) at an issue price of $0.0063 per Placement Share in consideration of Heat Holdings providing a contribution of $472,763 to the deed fund established by the DOCA (Contribution) to recapitalise the Company and facilitate the exit of the Company from voluntary administration (DOCA Placement). As a result of this transaction Heat Holdings will acquire 50.2% of the ordinary shares in the capital of the Company, and existing Shareholders of the Company will be diluted to 49.8%.

At the time of execution of the DOCA, it was the Deed Administrator's assessment that the Company had a negative net worth, and that creditors were highly unlikely to receive any substantive return in respect of their claims if the Company were to be wound up and liquidated.

Completion of the DOCA (and the requirement for BRC to pay the Contribution) was conditional on the Company obtaining Shareholders' approval for the Resolutions contemplated. At the EGM held on 25th October 2021, a resolution to issue 68,000,000 placement shares to heat Holdings was approved. Following approval of the resolution, completion of the DOCA was made on 31st October 2021

The Company issued 68,000,000 ordinary shares to Heat Holdings at a price of $0.0063 per share.

On the 21 December 2021, with new directors appointed to the Company, the administrator resigned.

3. Net tangible assets

31 December 31 December

2021 Cents

2020 Cents

Net tangible assets per ordinary security

4. Control gained over entities

Not applicable.

5. Loss of control over entities

The following entities are in the process of being de-registered by the administrators:

True Solutions (Aus) Pty Ltd

The Giving Brands Company Pty Ltd True Solutions (NZ) Ltd

Micro 19 Pty Ltd

6. Dividends

Current period

In progress In progress completed 1 February 2022 completed 10 February 2022

There were no dividends paid, recommended or declared during the current financial period.

Previous period

There were no dividends paid, recommended or declared during the previous financial period.

7. Dividend reinvestment plans

Not applicable.

8. Details of associates and joint venture entities

(0.005)

(0.01)

Reporting entity's percentage holding

Contribution to profit/(loss)

(where material)Name of associate / joint venture

31 December 31 December 31 December 31 December 2021 2020 2021 2020 % % $'000 $'000

Micro 19 Pty Ltd

Micro 19 was deregistered as at 10 February 2022

50%

50%

-

(121)

9. Foreign entities

Details of origin of accounting standards used in compiling the report:

Not applicable.

10. Audit qualification or review

Details of audit/review dispute or qualification (if any):

The financial statements were audited by the auditors and qualified audit report is attached as part of the Interim Report.

11. Attachments

Details of attachments (if any):

The Interim Report of Wellness and Beauty Solutions Ltd for the half-year ended 31 December 2021 is attached.

12. Signed

Date:

19 April 2022

Wellness and Beauty Solutions Ltd

ABN 43169177866

Interim Report - 31 December 2021

Wellness and Beauty Solutions Ltd Directors' report

31 December 2021

The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Wellness and Beauty Solutions Ltd (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the half-year ended 31 December 2021.

Directors

The following directors of Wellness and Beauty Solutions Ltd were appointed after the Deed of Company Arrangement (DOCA) was approved and subsequently executed by the administrator:

Paul Docherty (appointed 12 August 2021)

David Botta (appointed 12 August 2021)

Lyndsey Cattermole (appointed 12 August 2021)

Garry Hounsell (appointed 6 December 2021)

Amber Collins (appointed 6 December 2021)

Steven Chaur (appointed 24 January 2022)

Principal activities

During the financial half year to 31 December 2021 consolidated entity provided administration services in preparation of the proposed re-admission of the Company to the official list of ASX.

Review of operations

The consolidated company entered voluntary administration on 30 March 2021 until 21 December 2021. On completion of the Deed of Company Arrangement (DOCA) and the consolidated entity recognised the settlement of outstanding liabilities which principally contributed to half year profit after income tax was $7,032,000 (Prior half year loss $13,551,000).

Significant changes in the state of affairs

There were significant changes in the state of affairs of the consolidated entity during the financial period.

• ● On •19 July 2021, creditors of the Company approved a proposal by BRC Collective Pty Ltd (BRC) for the Company to enter into a Deed of Company Arrangement (DOCA) and approved the appointment of Laurence Fitzgerald of William Buck as deed administrator of the Company (Deed Administrator);

• ● On 9 August 2021, the Company, the Deed Administrator and BRC entered into the DOCA;

• ● On 19 November 2021 pursuant to the DOCA, the Company issued 68,000,000 shares to Heat Holdings; and •On 21 December 2021, the administrator resigned.

Rounding of amounts

The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

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