Wellness and Beauty : Appendix 4E and Annual Report for FY21

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Preliminary Final Report

Company details

Name of entity: Wellness and Beauty Solutions Limited

ACN: 169 177 833

Reporting period: For the financial year ended 30 June 2021

Previous corresponding period: For the financial year ended 30 June 2020

Results for announcement to the market

WNB reported revenue from continuing operations of $3.6 million in the 12 months to 30 June 2021 (FY21). The loss for the consolidated entity after providing for income tax amounted to $11.92 million (30 June 2020: $11.79 million). This result included the impairment write down of $9.8 million of unrecoverable assets associated with the Company's going into administration.

Control gained over entities or businesses

Not applicable.

Loss of control over entities or businesses

Not applicable.

Dividends

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

Dividend reinvestment plans

Not applicable.

Net tangible assets

Net tangible assets (NTA)1 per ordinary security for the year ended 30 June 2021 was $0.0080 (30 June 2020: $0.0069).

1Includes right-of-use assets, inventories, and other assets.

Details of associates, joint venture entities and dividend income

Not applicable.

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Foreign entities

Not applicable.

Audit qualification or review

The financial statements have been audited and a disclaimer of opinion has been issued. On 30 March 2021 the Company entered voluntary administration. The consolidated entities borrowings, trade and other payables were carried at $3.2 million and $4.8 million respectively in the consolidated financial position as at 30 June 2021. The auditor cited an inability to obtain sufficient appropriate audit evidence regarding the carrying amount of the borrowings and payables as at 30 June 2021 and therefore an inability to determine whether any adjustments were necessary.

Attachments

The Annual Report of the Company for the financial year ended 30 June 2021 is attached.

Consolidated statement of profit or loss and other comprehensive income

Refer to the attached Annual Report.

Consolidated statement of financial position

Refer to the attached Annual Report.

Consolidated statement of cash flows

Refer to the attached Annual Report.

Consolidated statement of changes in equity

Refer to the attached Annual Report.

Other information required by Listing Rule 4.3A

Other information requiring disclosure to comply with Listing Rule 4.3A is contained in the 30 June 2021 Financial Report (which includes the Directors' report).

Accounting Standard

This report has been compiled using Australian Accounting Standards.

Events After the Reporting Period

On 9 August 2021, the Company, the Deed Administrator and BRC entered into the DOCA.

Pursuant to the terms of DOCA, among other things, Heat Holdings Pty Ltd (Heat Holdings), as BRC's nominee, was issued with 68,000,000 shares in the capital of the Company (DOCA Shares) at an issue price of $0.0063 per DOCA Share in consideration of BRC 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). To this effect, Heat Holdings acquired a total of 50.2% of the ordinary shares in the capital of the Company, and existing shareholders of the Company were diluted to 49.8%.

Completion of the DOCA (and the requirement for BRC to pay the Contribution) was conditional on the Company obtaining Shareholders' approval of the issue of the DOCA Shares to Heat Holdings. An

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extraordinary general meeting contemplating this resolution was held on 25 October 2021. The resolution was carried. The DOCA subsequently completed on 31 October 2021, and the Company exited voluntary administration.

Pursuant to the terms of the DOCA, creditors (secured and unsecured) did not participate in a distribution of the Deed Fund but were issued unsecured convertible notes from respective pools of convertible notes (one pool for secured creditors of $100,000 and one pool for unsecured creditors of $100,000). Creditors participated in the respective pools on a pro rata basis based on admitted claims owed to them by the Company. The convertible notes convert to equity in the Company upon the successful completion of the proposed Back-Door Listing (see below). If the convertible notes do not convert, and instead mature, their principal value will become due and payable by the Company.

Wellness and Beauty Solutions Ltd

Contents

30 June 2021

Corporate directory Directors' report

onlyAuditor's independence declaration

Statement of profit or loss and other comprehensive income Statement of financial position

Statement of changes in equity Statement of cash flows Notes to the financial statements Directors' declaration

Independent auditor's report to the members of Wellness and Beauty Solutions Ltd Shareholder information

General information

A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on March 2022. The directors have the power to amend and reissue the financial statements.

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