REG - Wellnex Life Limited - Annual Report for Year Ended 30 June 2025
30/09/2025 10:45
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RNS Number : 4185B Wellnex Life Limited 30 September 2025
ASX/AIM Announcement
30 September 2025
Wellnex Life Limited (ASX/AIM:WNX)
Annual Report for Year Ended 30 June 2025
Chairman's Statement
· FY25 delivered strong top-line growth, with revenue increasing 40.5%
on FY24 to A$23.6 million underpinned by the first full-year contribution from
Pain Away.
· Gross profit for the year was A$6.9 million, representing 29.2% of
total revenue.
· Performance in 1HFY25 was impacted by higher trade investment,
resulting in a gross margin of 23%. However, margins recovered to 37% in
2HFY25 resulting from a more disciplined approach to trade investment.
· Net assets increased to A$11.2 million at 30 June 2025, up from A$6.1
million as at 30 June 2024.
Ash Vesali, Chairman of Wellnex said: "Financial year 25 saw management
navigating both opportunities and challenges. The financial results reflect
the reality of integration costs relating to the successful acquisition of
Pain Away and one-off impacts, including the dual listing on the AIM Market of
the London Stock Exchange. However, they also highlight the underlying
strength of our brands and the significant opportunities ahead.
The business demonstrated progress in strengthening the balance sheet and
establishing a stage for continued recovery and growth. The inclusion of Pain
Away across a full year has been a positive driver, and the refinement of our
trade investment strategy has begun to restore margin performance.
As recently appointed Chairman, I recognise the work that remains ahead of us
to return the business to profitability. The Board collectively is committed
to achieving our clear priorities, with disciplined execution of our refined
strategy and continued focus on governance discipline to capitalise on the
significant opportunities ahead. I look forward to communicating, as Chairman,
on our performance further as we move forward. I thank all our shareholders
for their continued support."
To stay up to date on company news and announcements, please register your
details on the Wellnex Life Limited investor portal:
(https://propell.investorportal.com.au/stay-up-to-date/)
https://wellnexlife.investorportal.com.au/register/
(https://wellnexlife.investorportal.com.au/register/)
This ASX/AIM announcement has been authorised by the Board of Wellnex Life
Limited (ASX/AIM:WNX).
For further information, please contact:
Wellnex Life Limited (ASX:WNX)
Reach Markets
Zack Bozinovski
T: 1300 805 795
Chief Executive Officer & Managing
Director E: IR@reachmarkets.com.au
(mailto:IR@reachmarkets.com.au)
P: +61 3 8399 9419
E: zack.b@wellnexlife.com.au (mailto:zack.b@wellnexlife.com.au)
UK Investors
Strand Hanson (Financial & Nominated Advisor)
James Harris / Richard Johnson
Tel:
+44 (0) 20 7409 3494
Orana Corporate LLP (Joint
Broker)
swykeham@oranacorp.com (mailto:swykeham@oranacorp.com)
Sebastian Wykeham
S.P. Angel Corporate Finance LLP (Joint Broker)
Tel: +44 (0)20 3470 0470
David Hignell / Vadim Alexandre
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (javascript%3Avoid(0);) (Withdrawal) Act
2018 ("MAR") and is disclosed in accordance with the Company's obligations
under Article 17 of MAR.
Wellnex Life Limited
Directors' report
30 June 2025
The directors present their report, together with the financial statements, on
the consolidated entity (referred to hereafter as the 'consolidated entity')
consisting of Wellnex Life Limited (referred to hereafter as the 'company' or
'parent entity') and the entities it controlled at the end of, or during, the
year ended 30 June 2025.
Directors
The following persons were directors of Wellnex Life Limited during the whole
of the financial year and up to the date of this report, unless otherwise
stated:
Ash Vesali (Non-executive Chairman) - appointed 18 September 2025
Zack Bozinovski (Executive Director and joint Chief Executive Officer/Managing
Director)
Eric Jiang (Non-Executive Director)
Jeffrey Yeh (Non-Executive Director)
Vivienne Zhang (Executive Director and Chief Financial Officer) - appointed 17
March 2025
Ruari McGrirr (Non-Executive Director) - appointed 17 March 2025
George Tambassis (Non-Executive Chairman) - appointed 9 September 2024 and
resigned 6 May 2025
George Karafotias (Executive Director and joint Chief Executive
Officer/Managing Director) - resigned 14 August 2025
Andrew Vidler (Non-Executive Director) - resigned 15 September 2025
Principal activities
During the financial year the principal continuing activities of the
consolidated entity consisted of:
● development, marketing and selling of premium brands and products for the
growing health and pharmaceutical market; and
● licensing of our unique and innovative product to domestic and global
pharmaceutical companies.
Dividends
There were no dividends paid, recommended or declared during the current or
previous financial year.
All references to $ refer to Australian dollars (A$)
Review of operations
The loss for the consolidated entity after providing for income tax amounted
to $15,604,000 (30 June 2024: $13,739,000).
Financial performance
Revenue for the period was $23.6 million, an increase of 40.5% on the prior
corresponding period (30 June 2024: $16.8 million) with the increase in
revenue primarily coming from Wellnex Life's owned brands, benefitting in
particular from a full years contribution from Pain Away.
Wellnex Life's gross margin was in line with the previous year of 29%, but an
increased trade investment in the first half of the period resulted in margins
being 23% which increased in the second half of FY25 to 37% with a more
disciplined trade investment expenditure.
The net loss for the full year of $15.6 million was increased by 13.5% on the
prior corresponding period (30 June 2024: $13.8 million), with the EBITDA loss
increasing by 14.3% to $12.1 million compared to the prior corresponding
period. These results were impacted by share based payments and one of
expenses associated with various transaction of $7.8 million.
Wellnex Life is targeting an increase in both revenue and gross margins in
FY26 with gross margin expected to benefit from a refined strategy and a more
targeted trade investment plan.
Refined Strategy
The Board's immediate focus will be to continue leveraging the two core
pillars of the Company's strategy:
1. Driving continued growth of Wellnex' category-leading consumer brand Pain
Away which holds Australia's number one position in natural topical pain
relief with an estimated 14% market share.
2. Continued expansion of our contract manufacturing partnerships in the
softgel analgesics market where the Company already holds supply agreements
with leading pharmaceutical brands such as UK giant Haleon.
FY25
The dual listing of the Company on the AIM Market of the London Stock
Exchange, and the associated capital raising, resulted in the company settling
the deferred consideration of Pain Away and the outstanding convertible notes
of circa $12 million, saving the company circa $1.4 million in annual costs.
Revenue for the period increased by 40.5% compared to the previous
corresponding period to $23.6 million (30 June 2024: $16.8 million), with
gross margin for the period at 29% or $6.9 million (30 June 2024: $5.0
million).
Significant changes in the state of affairs
During the financial period the Company completed a number of share placements
with the details of these transactions disclosed in Note 7 of the financial
report.
On 15 August 2024, the Company announced it received its first order from
Haleon to supply liquid paracetamol for the UK market.
On 16 August 2024, the Company launched new prescription only medicinal
cannabis brand -Wellness Life, for the SAS market.
On 9 September 2024, the Company announced the appointment of highly
experienced George Tambassis as Non-Executive Chairman.
On 26 September 2024, the Company held an extraordinary general meeting (EGM)
with all resolutions passed including the consolidation of the Company's
shares by a ratio of 50:1 and the approval to issue 680 million fully paid
ordinary shares at a floor price of $0.028 per share.
On 5 November 2024, the Company announced the extension of the deferred
consideration for the acquisition of Pain Away of $5.85 million till January
2025.
On 21 January 2025, the Company announced that it had secured multiple funding
options to facilitate the payment of the next stage of the deferred
consideration for the acquisition of Pain Away, which was due on 20 January
2025. Following the receipt of these proposals, the Company entered into
discussions with 365 Health (the vendors of Pain Away) to extend the payment
date for the deferred consideration to March 2025.
Under the revised terms of the agreement, as varied in January 2025, the
Company was required to pay an additional $500,000 establishment fee, which
was fully settled on 28 January 2025.
Following the January 2025 variation agreement, the final deferred
consideration payment due for the Pain Away brand acquisition was as follows:
● $6.25 million; cash payment due on or before 3 March 2025
● $0.15 million payable in Wellnex Life's shares on or before 27 January 2025
● 250,000 Wellnex Life's shares to be issued on or before 3 March 2025
On 10 February 2025, the Company announced that it commenced its marketing
campaign for the proposed dual listing on the London Stock Exchange with
strong interest received from UK institutions and sophisticated investors.
At the same time the Company resolved to launch a 1:1 non-renounceable
entitlement offer ("Entitlement Offer") to ensure shareholders at that time
had the first right to subscribe for shares on the same terms as the proposed
placement to UK investors. Funds raised served to redeem the convertible
notes(as at 30 June 2025 an amount of $440,000 in principal and $60,000 in
interest remain outstanding, due to a reconciliation error which will be
settled with via an issuance of shares at $0.65 per share) and pay the
outstanding deferred consideration for Pain Away (saving the Company $1.4
million in annual costs) and to fund general working capital requirements,
including the costs of the Entitlement Offer and the proposed AIM listing.
On 17 March 2025, the Company appointed Vivienne Zhang as Executive Director
and Ruari McGirr as Non-Executive Directors.
On 21 March 2025, the Company announced it had commenced trading on the AIM
market of the London Stock Exchange.
On 6 May 2025, the Company announced the resignation of Mr George Tambassis.
Mr Andrew Vidler, then serving as an independent Non-Executive Director,
assumed the role of Non-Executive Chairman on an interim basis.
On 30 June 2025, the Company announced the disinvestement of The Iron Company
to Chemist Warehouse.
There were no other significant changes in the state of affairs of the
consolidated entity during the financial year.
Matters subsequent to the end of the financial year
On 31 July 2025, the Company announced that the Group had entered into a loan
facility via Reach Wholesale ("Reach") for A$2.825 million (the "Facility").
The Facility is secured over the assets of the Group's key subsidiaries for a
24-month term at an interest rate of 14% for the term of the Facility.
On 15 August 2025, the Company announced that joint Chief Executive Officer
(CEO) & Managing Director (MD), Mr George Karafotias resigned from the
Company from his employment and as director of the Company. The Company's
joint CEO & MD Mr Zack Bozinovski assumed the role of sole CEO & MD.
On 9 September 2025, the Company announced its intention to appoint Ash Vesali
as the new Non-Executive Chairman. Mr. Andrew Vidler, who served as Interim
Non-Executive Chairman, stepped down from this role and continued to serve on
the Board as an Independent Non-Executive Director.
On 15 September 2025, the Company announced that Mr Andrew Vidler, Independent
Non-Executive Director, had resigned from his position on the Board.
On 19 September 2025, the Company announced that the Group has entered into an
additional loan facility via Reach Wholesale ("Reach") for up to A$2.5 million
(the "Additional Facility"). The Additional Facility, which is secured over
the assets of the Group's key subsidiaries, is for a 24-month term at an
interest rate of 14% for the term of the Additional Facility.
On 19 September 2025, the Company announced the formal appointment of Ash
Vesali as Non-Executive Chair.
No other matter or circumstance has arisen since 30 June 2025 that has
significantly affected, or may significantly affect the consolidated entity's
operations, the results of those operations, or the consolidated entity's
state of affairs in future financial years.
Likely developments and expected results of operations
The Company will continue to take advantage of the opportunities of the
growing health and pharmaceutical market with its unique and innovative
brands and products and look to continue to grow its distribution, revenue and
margins.
The Company will ensure its operational expenses are reduced and in line with
a business of its size and activity to minimise or eliminate the need for
third party funding.
Business risk management
The Company is committed to the effective management of risk to reduce
uncertainty in the Company's business outcomes and to protect and enhance
shareholder value. There are various risks that could have a material impact
on the achievement of the Company's strategic objectives and future
prospects.
Key risks and mitigation activities associated with the Company's objectives
are set out below:
Risk as a relatively new entrant in the health and pharmaceutical market
Wellnex Life is a relatively new entrant in the health and
pharmaceutical industry and, as an early stage growth company, Wellnex Life
is involved in product development, profile / brand building and market
penetration for its products and services (in both local and overseas
markets).
These risks will in part turn upon the Company's ability to:
(a) continue to build on customer acceptance on current
products in the health and wellness segment;
(b) maintain and source high quality manufacturers to produce
the current and proposed products;
(c) maintain and expand distribution channels and continue to
develop within Australian domestic and export
markets; and
(d) have the required capital to maintain and expand
operations including investing in marketing.
The Company aims to reduce this risk by ensuring continuous monitoring of all
aspects of its business operations to ensure it maximises the return on its
investments.
Sufficiency of funding
As is typical for a company at Wellnex Life's stage of development and
growth, Wellnex Life has limited financial resources and will need to raise
additional funds from time to time to finance the complete development and
growth of its current portfolio. In the future it may require additional
capital (debt or equity) to continue its operations and, if that occurs by way
of an equity issue, there is no guarantee of the issue price at which such
additional equity capital is raised and potential for dilution for existing
shareholders.
The Company's ability to raise additional funds and the price at which any
funds are raised, will be subject to, among other things, factors beyond the
control of Wellnex Life and its Directors, including cyclical factors
affecting the economy company performance and stock markets generally, in
particular in Australia and the UK. The Directors can give no assurance that
future funds can be raised by Wellnex Life on favourable terms, if at all.
Wellnex Life prepares forecasts to ensure it has sufficient funding sources as
and when required into the future.
Manufacturing/production risks
Wellnex Life is reliant on third parties to manufacture its current products.
The Company will have various contractual rights in the event of
non-compliance by any contracting party.
However, no assurance can be given that all contracts will be fully performed
by all contracting parties or in the case of a breach that the Company will be
successful in securing compliance with the terms of each contract by the
relevant counterparties to its contracts. There is also no assurance as to
the financial strength of the parties to complete their obligations under the
various contracts when such financial obligations fall due or the ability to
secure other alternative manufacturing parties to produce the required
products.
The Company seeks to mitigate its manufacturing and production risks by
reviewing the ability of its third party manufacturers to meet the Company's
requirements on an ongoing basis.
Logistics risk
Wellnex Life is reliant on out-sourced logistics. Accordingly, if an adverse
event occurs such as a strike, poor logistics technology, increases in the
price of energy, changes in transport services and the physical destruction of
infrastructure (e.g. roads and railways), Wellnex Life (or its third party
providers) may not be able to efficiently supply and deliver the Company's
products. This may have an adverse impact on the Company's financial
performance.
The Company seeks to have back up third party providers in the event that its
current logistics providers are not available.
Environmental regulation
The consolidated entity is not subject to any significant environmental
regulation under Australian Commonwealth or State law.
Information on directors
Name: Arash ("Ash") Vesali
Title: Non-Executive Chairman - (appointed 18 September 2025)
Qualifications: Bachelor of Engineering and MBA
Experience and expertise: Mr Vesali brings over 20 years of global experience across high volume
manufacturing and top-tier consulting, supporting ASX executives and boards on
strategy, governance, performance improvement and business resiliency. He has
delivered operational excellence through governance reform and cost
restructuring and led turnarounds with disciplined capital allocation.
Additionally, he has driven growth through IP monetisation, international
expansion, and global strategic partnerships.
Other current directorships: None
Former directorships (last 3 years): None
Interests in shares: Nil
Interests in options: Nil
Interests in rights: Nil
Name: Zlatko (Zack) Bozinovski
Title: Executive Director and Chief Executive Officer/Managing Director
Qualifications: None
Experience and expertise: Mr Bozinovski is a highly successful and seasoned executive in the Australian
retail industry with over 35 years' experience within FMCG and Pharmaceuticals
companies in Australia and internationally. Mr Bozinovski co-founded Voost and
has previously held senior positions at Uncle Tobys/Goodman Fielder, Pepsi Co
and Sigma Pharmaceuticals.
Other current directorships: None
Former directorships (last 3 years): None
Interests in shares: 741,285 fully paid ordinary shares
Interests in options: Nil
Interests in rights: Nil
Name: Eric Jiang
Title: Non-Executive Director
Qualifications: Bachelor of Commerce (Honours) & Bachelor of Arts
Experience and expertise: With over 15 years' experience, Eric Jiang is an adviser to companies involved
in trade between Australia and China. Eric brings a distinctive understanding
of the cultural, economic and strategic context in which Australian businesses
engage with China.
Other current directorships: None
Former directorships (last 3 years): None
Interests in shares: 42,552 fully paid ordinary shares.
Interests in rights: Nil
Name: Jeffrey Yeh
Title: Non-Executive Director
Qualifications: Bachelor and Master of Science, Bachelor of Technology
Experience and expertise: Mr Jeffrey Yeh is an experienced all-rounded entrepreneur, with over 21 years'
experience in all aspects of pharmaceutical sales, marketing, production,
quality assurance, operations, logistics, finance and management.
Other current directorships: None
Former directorships (last 3 years): None
Interests in shares: 6,959,477 fully paid ordinary shares
Interests in options: Nil
Interests in rights: Nil
Name: George Tambassis
Title: Non-Executive Chairman (appointed 9 September 2024 and resigned 6 May 2025)
Age: Bachelor of Pharmacy
Qualifications: Nil
Experience and expertise: Mr Tambassis served as a director on the Pharmacy Guild of Australia for 15
years including seven years as its National President, during which he was
instrumental in concluding the 6th and 7th Community Pharmacy Agreements with
the Commonwealth Governments. He was the inaugural President of the World
Pharmacy Council and a member of the OECD's Associate Expert Group advising on
pharmacy and health. He has recently been elected back on the Guild National
Council and Victorian Branch President for the next four years.
Other current directorships: None
Former directorships (last 3 years): None
Interests in shares: Nil
Interests in options: Nil
Interests in rights: Nil
Name: George Karafotias - resigned 14 August 2025
Title: Executive Director and joint Chief Executive Officer/Managing Director
Qualifications: Bachelor of Commerce
Experience and expertise: Mr Karafotias is an accountant holding a Bachelor of Commerce degree from the
University of Adelaide. He has held various roles in numerous public companies
over the last 9 years and has previously provided corporate advisory services
to listed and unlisted companies, focusing on restructuring and refinancing.
Other current directorships: None
Former directorships (last 3 years): Broo Limited (ASX: BEE) - resigned 6 February 2023
Interests in shares: 149,825 fully paid ordinary shares
Interests in rights: Nil
Name: Andrew Vidler
Title: Non-Executive Director - resigned 15 September 2025
Experience and expertise: Mr Vidler has comprehensive experience across retail, consumer health products
and retail pharmacy. Andrew in his over 30 years' experience includes nearly
20 years with the EBOS Group (formerly FH Faulding, Mayne Group and Symbion),
where across many roles he led the Terry White and Chemmart pharmacy brands
and the Endeavour consumer health products business.
Other current directorships: None
Former directorships (last 3 years): Pacific Smiles (ASX:PSQ)
Interests in shares: 17,858 fully paid ordinary shares
Interests in options: Nil
Interests in rights: Nil
Name: Yuan (Vivienne) Zhang
Title: Executive Director and Chief Financial Officer (appointed Director on 17 March
2025)
Qualifications: Masters in Commerce and Accounting & Bachelor of International Trade
Experience and expertise: Vivienne is a CPA qualified accountant, with over 12 years' experience in
senior financial management, primarily in fast moving consumer goods ("FMCG").
Vivienne's previous role was with SABCO Australia as financial controller,
where she was responsible for overseeing the financial management of an
AUD 100 million revenue Company.
Other current directorships: None
Former directorships (last 3 years): None
Special responsibilities: Nil
Interests in shares: Nil
Interests in options: Nil
Interests in rights: Nil
Name: John Ruari Mcgirr
Title: Non-Executive Director (appointed 17 March 2025)
Qualifications: None
Experience and expertise: Ruari is a qualified chartered accountant and a former approved Qualified
Executive under the AIM Rules for Nominated Advisers. He has been an adviser
to both quoted companies on the London Financial markets and private companies
for over 30 years, working at a number of financial advisory firms, including
Arden Partners Plc and WH Ireland Limited's Capital Markets Division (both of
which are now part of Zeus Capital). Ruari has also worked in industry in
innovative businesses across the UK, Switzerland, and Singapore.
Other current directorships: None
Former directorships (last 3 years): None
Special responsibilities: Nil
Interests in shares: Nil
Interests in options: Nil
Interests in rights: Nil
'Other current directorships' quoted above are current directorships for
listed entities only and excludes directorships of all other types of
entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in
the last 3 years for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
Company secretary
Kobe Li
Prior to his appointment as director in January 2019, Mr Li spent the previous
8 years with the Australian Securities Exchange (ASX) Listing Compliance team,
as a Senior Advisor overseeing a portfolio of listed entities ensuring
compliance with the ASX listing rules. During his tenure at the ASX he worked
on many Initial Public Offerings (IPO's) and numerous complex corporate
transactions. Kobe is a member of the Governance Institute of Australia.
Meetings of directors
The number of meetings of the Company's Board of Directors ('the Board') and
of each Board committee held during the year ended 30 June 2025, and the
number of meetings attended by each director were:
Full Board Remuneration & Nomination Committee
Attended Held Attended Held
George Tambassis * 16 16 3 3
Zack Bozinovski 20 20 - -
Eric Jiang 18 20 - -
Jeffrey Yeh 20 20 3 3
George Karafotias ** 20 20 - -
Andrew Vidler *** 20 20 3 3
Vivienne Zhang **** 5 6 - -
Ruari McGirr ***** 6 6 - -
Held: represents the number of meetings held during the time the director held
office or was a member of the relevant committee.
* appointed 9 September 2024 and resigned 6 May 2025
** resigned 14 August 2025
*** resigned 15 September 2025
**** appointed 17 March 2025
Remuneration report (audited)
The remuneration report details the key management personnel remuneration
arrangements for the consolidated entity, in accordance with the requirements
of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of the entity, directly
or indirectly, including all directors.
The remuneration report is set out under the following main headings:
● Principles used to determine the nature and amount of remuneration
● Details of remuneration
● Service agreements
● Share-based compensation
● Additional information
● Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity's executive reward framework is to
ensure reward for performance is competitive and appropriate for the results
delivered. The framework aligns executive reward with the achievement of
strategic objectives and the creation of value for shareholders, and it is
considered to conform to the market best practice for the delivery of reward.
The Board of Directors ('the Board') ensures that executive reward satisfies
the following key criteria for good reward governance practices:
● competitiveness and reasonableness
● acceptability to shareholders
● performance linkage / alignment of executive compensation
● transparency
The Board is responsible for determining and reviewing remuneration
arrangements for its directors and executives. The performance of the
consolidated entity depends on the quality of its directors and executives.
The remuneration philosophy is to attract, motivate and retain high
performance and high quality personnel.
The reward framework is designed to align executive reward to shareholders'
interests. The Board have considered that it should seek to enhance
shareholders' interests by:
● having economic profit as a core component of plan design
● focusing on sustained growth in shareholder wealth, consisting of dividends
and growth in share price, and delivering constant or increasing return on
assets as well as focusing the executive on key non-financial drivers of value
● attracting and retaining high calibre executives
Additionally, the reward framework should seek to enhance executives'
interests by:
● rewarding capability and experience
● reflecting competitive reward for contribution to growth in shareholder wealth
● providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of
non-executive director and executive director remuneration is separate.
Non-executive directors' remuneration
Fees and payments to non-executive directors reflect the demands and
responsibilities of their role. Non-executive directors' fees and payments are
reviewed annually by the Board. The Board may, from time to time, receive
advice from independent remuneration consultants to ensure non-executive
directors' fees and payments are appropriate and in line with the market.
Non-Executive Directors may be issued with equity instruments as LTIs (long
term incentives) in a manner that aligns this element of remuneration with the
creation of shareholder wealth, as Directors are able to influence the
generation of shareholder wealth.
ASX listing rules require the aggregate non-executive directors' remuneration
be determined periodically by a general meeting. The most recent determination
was at the Annual General Meeting held on 9 January 2025, where the
shareholders approved a maximum annual aggregate remuneration of $450,000.
Executive remuneration
The consolidated entity aims to reward executives based on their position and
responsibility, with a level and mix of remuneration which has both fixed and
variable components.
The executive remuneration and reward framework has the following components:
● base pay and non-monetary benefits
● long-term incentives
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary
benefits, are reviewed annually by the Board based on individual and business
unit performance, the overall performance of the consolidated entity and
comparable market remunerations.
Executives may receive their fixed remuneration in the form of cash or other
fringe benefits (for example motor vehicle benefits) where it does not create
any additional costs to the consolidated entity and provides additional value
to the executive.
The long-term incentives ('LTI') include long service leave and share-based
payments.
Consolidated entity performance and link to remuneration
The Board is of the opinion that improved results can be further improved by
the adoption of performance based compensation.
The consolidated entity did not use a remuneration consultant during the year.
Voting and comments made at the Company's Annual General Meeting ('AGM') held
on 29 November 2024
At the AGM held on 29 November 2024, 75.11% of the votes received supported
the adoption of the remuneration report for the year ended 30 June 2024. The
Company did not receive any specific feedback at the AGM regarding its
remuneration practices.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated
entity are set out in the following tables.
The key management personnel of the consolidated entity consisted of the
following directors and executive of Wellnex Life Limited:
● Zack Bozinovski (Joint CEO/MD & Executive Director)
● George Karafotias (Joint CEO/MD & Executive Director)
● Vivienne Zhang (CFO/Executive Director)
● Jeffrey Yeh (Non-Executive Director)
● George Tambassis (Non-executive Chairman)
● Eric Jiang (Non-Executive Director)
● Andrew Vidler (Non-Executive Director)
● Ruari McGirr (Non-Executive Director)
● Kobe Li (Company Secretary)
Short-term benefits Post-employment benefits Share-based payments
Cash salary Annual Super- Long service Equity-
and fees leave annuation leave settled Total
30 June 2025 $ $ $ $ $ $
Non-Executive Directors:
Eric Jiang 46,746 - - - - 46,746
Jeffrey Yeh 82,500 - - - - 82,500
Ruari McGirr 16,010 - - - - 16,010
George Tambassis ** 40,000 - - - - 40,000
Andrew Vidler *** 50,000 - - - - 50,000
Executive Directors:
Zack Bozinovski 365,000 (9,014) 29,072 7,258 - 392,316
George Karafotias **** 365,000 32,059 29,072 7,418 - 433,549
Vivienne Zhang * 63,288 (4,969) 7,278 1,384 - 66,981
Other Key Management Personnel:
Kobe Li 150,475 - - - - 150,475
1,179,019 18,076 65,422 16,060 - 1,278,577
* appointed 17 March 2025
** appointed 9 September 2024 and resigned 6 May 2025
*** resigned 15 September 2025
**** resigned 15 August 2025
Short-term benefits Post-employment benefits Share-based payments
Cash salary Annual Super- Long service Equity-
and fees leave annuation leave settled Total
30 June 2024 $ $ $ $ $ $
Non-Executive Directors:
Eric Jiang 44,091 - - - 60,114 104,205
Kobe Li 135,250 - - - 60,114 195,364
Andrew Vidler * 22,916 - - - - 22,916
Jeffrey Yeh * 20,000 - - - - 20,000
Mario Tascone ** 50,000 - - - - 50,000
Executive Directors:
Zack Bozinovski 365,000 22,464 40,302 8,950 120,277 556,993
George Karafotias 365,000 18,339 40,302 13,205 120,277 557,123
1,002,257 40,803 80,604 22,155 360,782 1,506,601
* Amount paid includes Directors fees for previous financial years amounting to
$32,333.
Service agreements
Remuneration and other terms of employment for key management personnel are
formalised in service agreements. Details of these agreements are as follows:
Name: Kobe Li
Title: Company Secretary
Term of agreement: No fixed term
Details: Monthly fee of $5,000 per month for 15 hours per month ($350 per hour for
additional hours)
Name: Ash Vesali - appointed 18 September 2025
Title: Non-executive Chairman
Term of agreement: No fixed term
Details: Annual remuneration of $80,000 plus statutory superannuation
Name: George Karafotias - resigned 14 August 2025
Title: Joint Chief Executive Officer/Managing Director and Executive Director
Term of agreement: No fixed term.
Details: Annual remuneration of $365,000 plus statutory superannuation, 3 month notice
period with no specific termination payment provided for.
Name: Zack Bozinovski
Title: Joint Chief Executive Officer/Managing Director and Executive Director
Term of agreement: No fixed term
Details: Annual remuneration of $365,000 plus superannuation, 6 month notice period
with no specific termination payment provided for.
Name: Eric Jiang
Title: Non-Executive Director
Term of agreement: No fixed term
Details: Annual remuneration of $50,000.
Name: Vivienne Zhang
Title: Executive Director and Chief Financial Officer
Term of agreement: No fixed term
Details: Annual remuneration of $220,000 plus statutory superannuation, 3 month notice
period with no specific termination payment provided for.
Name: Jeffrey Yeh
Title: Non-Executive Director
Term of agreement: No fixed term
Details: Annual remuneration of $50,000.
Name: Ruari McGirr
Title: Non-Executive Director
Term of agreement: No fixed term
Details: Annual remuneration of $50,000.
Name: George Tambassis - appointed 9 September 2024 and resigned 6 May 2025
Title: Non-Executive Chairman
Term of agreement: No fixed term
Details: Annual remuneration of $80,000 plus statutory superannuation
Name: Andrew Vidler - resigned 15 September 2025
Title: Non-Executive Director
Term of agreement: No fixed term
Details: Annual remuneration of $50,000 plus statutory superannuation
Key management personnel have no entitlement to termination payments in the
event of removal for misconduct.
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as
part of compensation during the year ended 30 June 2025.
Options
There were no options over ordinary shares issued to directors and other key
management personnel as part of compensation that were outstanding as at 30
June 2025.
There were no options over ordinary shares granted to or vested by directors
and other key management personnel as part of compensation during the year
ended 30 June 2025.
Performance rights
There were no performance rights over ordinary shares issued to directors and
other key management personnel as part of compensation that were outstanding
as at 30 June 2025.
There were no performance rights over ordinary shares granted to or vested by
directors and other key management personnel as part of compensation during
the year ended 30 June 2025.
Additional information
The earnings of the consolidated entity for the five years to 30 June 2025 are
summarised below:
2025 2024 2023 2022 2021
$'000 $'000 $'000 $'000 $'000
Revenue and other income 23,625 16,828 27,892 18,793 1,434
Net loss (15,604) (13,739) (13,846) (7,449) (20,119)
The factors that are considered to affect total shareholders return ('TSR')
are summarised below:
2025 2024 2023 2022 2021*
Share price at financial year end ($) ** 0.26 0.02 0.05 0.06 0.53
* The Company's shares were placed into ASX suspension on 2 October 2019 and
remained in suspension on 30 June 2020 and 30 June 2021. The shares were
reinstated to ASX official quotation on 14 July 2021. The Company's share
price was 12 cents at the end of the first day of trading after the shares
were reinstated to quotation.
** The Company's securities were consolidated during the financial year on the
basis of 50 (fifty) Shares into 1 (one) Share.
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each
director and other members of key management personnel of the consolidated
entity, including their personally related parties, is set out below:
Balance at Balance at the Balance at
the start of start of the year - adjusted for the end of
the year share consolidation (50:1) Additions Disposals the year
Ordinary shares
Ash Vesali - - - - -
Ruari McGirr - - - - -
George Tambassis - - - - -
Eric Jiang 2,127,609 (2,058,057) - - 69,552
Vivienne Zhang - - - - -
Kobe Li 950,000 (931,000) 1,000 - 20,000
George Karafotias 3,838,059 (3,761,298) 73,064 - 149,825
Zlatko Bozinovski 26,642,857 (26,086,187) 184,615 - 741,285
Andrew Vidler 892,858 (875,000) - - 17,858
Jeffrey Yeh 194,402,855 (190,514,796) 3,071,428 - 6,959,487
228,854,238 (224,226,338) 3,330,107 - 7,958,007
Performance rights
The number of performance rights held during the financial year by each
director and other members of key management personnel of the consolidated
entity, including their personally related parties, is set out below:
Balance at Expired/ Balance at
the start of forfeited/ the end of
the year Granted Exercised other the year
Performance Rights
Kobe Li 2,500,000 - - (2,500,000) -
Eric Jiang 2,500,000 - - (2,500,000) -
George Karafotias 5,000,000 - - (5,000,000) -
Zlatko Bozinovski 5,000,000 - - (5,000,000) -
15,000,000 - - (15,000,000) -
Other transactions with key management personnel and their related parties
During the previous financial year, the Company received loans from Director
George Karafotias amounting to $738,000 and Director Zack Bozinovski amounting
to $1,775,000.The loans have a coupon rate of 10% per annum that are due to be
repaid on 28 September 2026. The repayment date of these loans were extended
to 28 September 2026 on 24 January 2025. The loans and associated interest are
immediately payable on the resignation or termination of the employment of the
relevant party.
Opening balance - 1 July 2024 Interest accrued during the year Additional loans/(repayments) made during the year Closing Balance
Loan - George Karafotias 738,000 119,108 (97,000) 760,108
Loan - Zack Bozinovski 1,775,000 276,239 45,000 2,096,239
2,513,000 395,347 (52,000) 2,856,347
This concludes the remuneration report, which has been audited.
Shares under option
Unissued ordinary shares of Wellnex Life Limited under option at the date of
this report are as follows:
Exercise Number
Grant date Expiry date price under option
9 July 2021 Expiring various dates* $0.000 1
6 February 2023 6 February 2026 $7.500 146,316
9 December 2023 01 January 2026 $2.500 1,400,000
7 February 2025 7 February 2027 $2.500 820,000
2,366,317
* Consideration Options - refer to the Prospectus released to the ASX on 13 May
2021 and Notice of Meeting released to the ASX on 20 April 2021 for more
details of the terms of these options.
No person entitled to exercise the options had or has any right by virtue of
the option to participate in any share issue of the Company or of any other
body corporate.
Shares under performance rights
There were no unissued ordinary shares of Wellnex Life Limited under
performance rights outstanding at the date of this report.
Shares issued on the exercise of options
There were no ordinary shares of Wellnex Life Limited issued on the exercise
of options during the year ended 30 June 2025 and up to the date of this
report.
Shares issued on the exercise of performance rights
There were no ordinary shares of Wellnex Life Limited issued on the exercise
of performance rights during the year ended 30 June 2025 and up to the date of
this report.
Indemnity and insurance of officers
The Company has indemnified the directors and executives of the Company for
costs incurred, in their capacity as a director or executive, for which they
may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract
to insure the directors and executives of the Company against a liability to
the extent permitted by the Corporations Act 2001. The contract of insurance
prohibits disclosure of the nature of the liability and the amount of the
premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year,
indemnified or agreed to indemnify the auditor of the Company or any related
entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a
contract to insure the auditor of the Company or any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act
2001 for leave to bring proceedings on behalf of the Company, or to intervene
in any proceedings to which the Company is a party for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
Non-audit services
The Board is responsible for the maintenance of audit independence.
Specifically, the Risk Charter ensures the independence of the auditor is
maintained by:
● limiting the scope and nature of non-audit services that may be provided; and
● requiring that permitted non-audit services must be pre-approved by the Board.
During the year William Buck, the Group's auditor, has performed certain other
services in addition to the audit and review of the financial statements. The
Board has considered the non‑audit services provided during the year by the
auditor and in accordance with the advice provided by the Board, is satisfied
that the provision of those non‑audit services during the year by the
auditor is compatible with, and did not compromise, the auditor independence
requirements of the Corporations Act 2001 for the following reasons:
● All non‑audit services were subject to the corporate governance procedures
adopted by the Group and have been reviewed by the Board to ensure they do not
impact the integrity and objectivity of the auditor; and
● The non‑audit services provided do not undermine the general principles
relating to auditor independence as set out in APES 110 Code of Ethics for
Professional Accountants (including Independence Standards) as they did not
involve reviewing or auditing the auditors own work, acting in a management or
decision‑making capacity for the Group, acting as an advocate for the Group
or jointly sharing risks and rewards.
Details of the amounts paid to the auditor of the Group, William Buck, for
audit and non‑audit services provided during the year are set out in Note
26.
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.
This report is made in accordance with a resolution of directors, pursuant to
section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Zack Bozinovski
Executive Director
30 September 2025
Melbourne
Wellnex Life Limited
Auditor's independence declaration
A link to the Auditor's independence declaration can be found here
(http://www.rns-pdf.londonstockexchange.com/rns/4185B_2-2025-9-30.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/4185B_2-2025-9-30.pdf) ).
Wellnex Life Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2025
Consolidated
Note 30 June 2025 30 June 2024
$'000 $'000
Revenue from sale of goods 5 23,625 16,828
Other income 202 108
(Loss on extinguishment)/Gain on modification of convertible notes 10 (61) 663
Expenses
Raw materials and consumables used (16,746) (11,859)
Administrative and corporate expenses (3,179) (2,785)
Share based payments issued to third parties (4,189) (491)
Employee benefits expense (4,009) (4,584)
Selling, marketing and distribution expenses (2,738) (2,893)
Depreciation and amortisation expense (1,379) (774)
Impairment of assets (1,482) (4,445)
Transaction costs of the Pain Away acquisition 18 (507) (1,112)
Capital raising costs - AIM (701) -
Additional consideration for PainAway brand acquisition 18 (1,813) -
Finance costs (2,627) (2,395)
Loss before income tax expense (15,604) (13,739)
Income tax expense - -
Loss after income tax expense for the year attributable to the owners of (15,604) (13,739)
Wellnex Life Limited
Other comprehensive income for the year, net of tax - -
Total comprehensive loss for the year attributable to the owners of Wellnex (15,604) (13,739)
Life Limited
Cents Cents
Basic loss per share 22 (53.33) (80.78)
Diluted loss per share 22 (53.33) (80.78)
The above statement of profit or loss and other comprehensive income should be
read in conjunction with the accompanying notes
Wellnex Life Limited
Statement of financial position
As at 30 June 2025
Consolidated
Note 30 June 2025 30 June 2024
$'000 $'000
Assets
Current assets
Cash and cash equivalents 497 903
Trade and other receivables 6 2,593 4,382
Inventories 7 4,043 3,630
Prepayments and other current assets 1,257 980
Total current assets 8,390 9,895
Non-current assets
Other receivables 6 - 120
Property, plant and equipment 10 28
Right-of-use assets - 46
Intangibles 8 19,724 20,835
Total non-current assets 19,734 21,029
Total assets 28,124 30,924
Liabilities
Current liabilities
Trade and other payables 9 10,228 7,438
Contract liability 5 370 -
Borrowings 10 5,708 10,615
Lease liabilities - 52
Employee benefit provisions 457 459
Deferred consideration 18 - 5,650
Other liabilities - 564
Total current liabilities 16,763 24,778
Non-current liabilities
Employee benefit provisions 112 86
Total non-current liabilities 112 86
Total liabilities 16,875 24,864
Net assets 11,249 6,060
Equity
Issued capital 11 151,447 130,557
Reserves 776 2,085
Accumulated losses (140,974) (126,582)
Total equity 11,249 6,060
The above statement of financial position should be read in conjunction with
the accompanying notes
Total equity
Wellnex Life Limited
Statement of changes in equity
For the year ended 30 June 2025
Issued capital Share-based payment reserve Convertible loan reserve Accumulated losses
Consolidated $'000 $'000 $'000 $'000 $'000
Balance at 1 July 2023 112,424 3,250 477 (115,557) 594
Loss after income tax expense for the year - - - (13,739) (13,739)
Other comprehensive income for the year, net of tax - - - - -
Total comprehensive loss for the year - - - (13,739) (13,739)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 11) 18,679 - - - 18,679
Vesting charge for share based payments (546) 1,072 - - 526
Expiry of options - (2,345) - 2,345 -
Derecognition of reserve upon modification of the terms of convertible loans - - (369) 369 -
(refer to Note 10)
Balance at 30 June 2024 130,557 1,977 108 (126,582) 6,060
Total equity
Issued capital
Share-based payment reserve
Convertible loan reserve
Accumulated losses
Consolidated
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2023
112,424
3,250
477
(115,557)
594
Loss after income tax expense for the year
-
-
-
(13,739)
(13,739)
Other comprehensive income for the year, net of tax
-
-
-
-
-
Total comprehensive loss for the year
-
-
-
(13,739)
(13,739)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 11)
18,679
-
-
-
18,679
Vesting charge for share based payments
(546)
1,072
-
-
526
Expiry of options
-
(2,345)
-
2,345
-
Derecognition of reserve upon modification of the terms of convertible loans
(refer to Note 10)
-
-
(369)
369
-
Balance at 30 June 2024
130,557
1,977
108
(126,582)
6,060
Total equity
Issued capital Share-based payment reserve Convertible loan reserve Accumulated losses
Consolidated $'000 $'000 $'000 $'000 $'000
Balance at 1 July 2024 130,557 1,977 108 (126,582) 6,060
Loss after income tax expense for the year - - - (15,604) (15,604)
Other comprehensive income for the year, net of tax - - - - -
Total comprehensive loss for the year - - - (15,604) (15,604)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 11) 20,890 - - - 20,890
Expiry of options - (1,201) - 1,104 (97)
Derecognition of reserve upon extinguishment of convertible loans (refer to - - (108) 108 -
Note 10)
Balance at 30 June 2025 151,447 776 - (140,974) 11,249
The above statement of changes in equity should be read in conjunction with
the accompanying notes
Wellnex Life Limited
Statement of cash flows
For the year ended 30 June 2025
Consolidated
Note 30 June 2025 30 June 2024
$'000 $'000
Cash flows from operating activities
Receipts from customers (inclusive of GST) 22,185 16,535
Payments to suppliers and employees (inclusive of GST) (23,913) (21,305)
Transaction costs related to Pain Away acquisition - (1,172)
Interest received - 2
Interest and other finance costs paid (228) (878)
Net cash used in operating activities 21 (1,956) (6,818)
Cash flows from investing activities
Loans provided for One Life joint venture - (120)
Payments for Pain Away deferred consideration 18 (6,950) -
Pain Away acquisition payments 8 - (13,300)
Net cash used in investing activities (6,950) (13,420)
Cash flows from financing activities
Proceeds from issue of shares 11 15,900 20,150
Transaction costs related to issues of equity (3,679) (2,804)
Proceeds from borrowings 16,791 8,132
Proceeds from related party loans 120 2,513
Repayments of related party loans (108) -
Repayment of borrowings (20,472) (7,062)
Repayment of lease liabilities (52) (110)
Net cash from financing activities 8,500 20,819
Net increase/(decrease) in cash and cash equivalents (406) 581
Cash and cash equivalents at the beginning of the financial year 903 322
Cash and cash equivalents at the end of the financial year 497 903
Consolidated
Note
30 June 2025
30 June 2024
$'000
$'000
Cash flows from operating activities
Receipts from customers (inclusive of GST)
22,185
16,535
Payments to suppliers and employees (inclusive of GST)
(23,913)
(21,305)
Transaction costs related to Pain Away acquisition
-
(1,172)
Interest received
-
2
Interest and other finance costs paid
(228)
(878)
Net cash used in operating activities
21
(1,956)
(6,818)
Cash flows from investing activities
Loans provided for One Life joint venture
-
(120)
Payments for Pain Away deferred consideration
18
(6,950)
-
Pain Away acquisition payments
8
-
(13,300)
Net cash used in investing activities
(6,950)
(13,420)
Cash flows from financing activities
Proceeds from issue of shares
11
15,900
20,150
Transaction costs related to issues of equity
(3,679)
(2,804)
Proceeds from borrowings
16,791
8,132
Proceeds from related party loans
120
2,513
Repayments of related party loans
(108)
-
Repayment of borrowings
(20,472)
(7,062)
Repayment of lease liabilities
(52)
(110)
Net cash from financing activities
8,500
20,819
Net increase/(decrease) in cash and cash equivalents
(406)
581
Cash and cash equivalents at the beginning of the financial year
903
322
Cash and cash equivalents at the end of the financial year
497
903
The above statement of cash flows should be read in conjunction with the
accompanying notes
Wellnex Life Limited
Notes to the Annual Report
30 June 2025
Note 1. General information
The Annual financial report cover Wellnex Life Limited as a consolidated
entity consisting of Wellnex Life Limited and the entities it controlled at
the end of, or during, the year. The Annual financial report is presented in
Australian dollars, which is Wellnex Life Limited's functional and
presentation currency.
Wellnex Life Limited is a listed public company limited by shares,
incorporated and domiciled in Australia. Its registered office and principal
place of business is:
Building 2, Level 3, Suite 72,
574 Plummer Street
Port Melbourne VIC 3207
The Annual financial report were authorised for issue, in accordance with a
resolution of directors, on 30 September 2025. The directors have the power to
amend and reissue the Annual financial report.
Note 2. Material accounting policy information
Basis of preparation
These general purpose financial statements have been prepared in accordance
with Australian Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') and the Corporations Act 2001,
as appropriate for for-profit oriented entities. These financial statements
also comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost
convention, unless otherwise noted.
Critical accounting estimates
The preparation of the financial statements requires the use of certain
critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the consolidated entity's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial
statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements
present the results of the consolidated entity only. Supplementary information
about the parent entity is disclosed in note 17.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities
of all subsidiaries of Wellnex Life Limited ('Company' or 'parent entity') as
at 30 June 2025 and the results of all subsidiaries for the year then ended.
Wellnex Life Limited and its subsidiaries together are referred to in these
financial statements as the 'consolidated entity'.
Subsidiaries are all those entities over which the consolidated entity has
control. The consolidated entity controls an entity when the consolidated
entity is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power
to direct the activities of the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the consolidated entity. They
are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions
between entities in the consolidated entity are eliminated. Unrealised losses
are also eliminated unless the transaction provides evidence of the impairment
of the asset transferred. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies adopted by the
consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method
of accounting. A change in ownership interest, without the loss of control, is
accounted for as an equity transaction, where the difference between the
consideration transferred and the book value of the share of the
non-controlling interest acquired is recognised directly in equity
attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown
separately in the statement of profit or loss and other comprehensive income,
statement of financial position and statement of changes in equity of the
consolidated entity. Losses incurred by the consolidated entity are attributed
to the non-controlling interest in full, even if that results in a deficit
balance.
Where the consolidated entity loses control over a subsidiary, it derecognises
the assets including goodwill, liabilities and non-controlling interest in the
subsidiary together with any cumulative translation differences recognised in
equity. The consolidated entity recognises the fair value of the consideration
received and the fair value of any investment retained together with any gain
or loss in profit or loss.
Revenue recognition
The consolidated entity recognises revenue as follows:
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the
customer obtains control of the goods, which is generally at the time of
delivery and is net of any contracted rebates or discounts that are contracted
with the retailer or wholesaler.
Discretionary rebates or discounts that are not part of any contact are
treated as marketing expense with the revenue recognised on the invoice issued
to the respective retailer or wholesaler. Discounts, rebates or rebates
offered by customers directly linked to the sale of goods are represented net
of revenues.
Intangible assets
Intangible assets acquired as part of a business combination, other than
goodwill, are initially measured at their fair value at the date of the
acquisition. Intangible assets acquired separately are initially recognised at
cost. Indefinite life intangible assets are not amortised and are subsequently
measured at cost less any impairment. Finite life intangible assets are
subsequently measured at cost less amortisation and any impairment. The gains
or losses recognised in profit or loss arising from the derecognition of
intangible assets are measured as the difference between net disposal proceeds
and the carrying amount of the intangible asset. The method and useful lives
of finite life intangible assets are reviewed annually. Changes in the
expected pattern of consumption or useful life are accounted for prospectively
by changing the amortisation method or period.
Borrowings
Loans and borrowings are initially recognised at the fair value of the
consideration received, net of transaction costs. They are subsequently
measured at amortised cost using the effective interest method.
Where there is an unconditional right to defer settlement of the liability for
at least 12 months after the reporting date, the loans or borrowings are
classified as non-current.
The component of the convertible notes that exhibits characteristics of a
liability is recognised as a liability in the statement of financial position,
net of transaction costs.
On the issue of the convertible notes the fair value of the liability
component is determined using a market rate for an equivalent non-convertible
bond and this amount is carried as a non-current liability on the amortised
cost basis until extinguished on conversion or redemption. The increase in the
liability due to the passage of time is recognised as a finance cost. The
remainder of the proceeds are allocated to the conversion option that is
recognised and included in shareholders equity as a convertible note reserve,
net of transaction costs. The carrying amount of the conversion option is not
remeasured in the subsequent years. The corresponding interest on convertible
notes is expensed to profit or loss.
The component of the convertible notes that exhibits characteristics of a
liability is recognised as a liability in the statement of financial position,
net of transaction costs.
On the issue of the convertible notes the fair value of the liability
component is determined using a market rate for an equivalent non-convertible
bond and this amount is carried as a non-current liability on the amortised
cost basis until extinguished on conversion or redemption. The increase in the
liability due to the passage of time is recognised as a finance cost. The
remainder of the proceeds are allocated to the conversion option that is
recognised and included in shareholders equity as a convertible note reserve,
net of transaction costs. The carrying amount of the conversion option is not
remeasured in the subsequent years. The corresponding interest on convertible
notes is expensed to profit or loss.
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make
judgements, estimates and assumptions that affect the reported amounts in the
financial statements. Management continually evaluates its judgements and
estimates in relation to assets, liabilities, contingent liabilities, revenue
and expenses. Management bases its judgements, estimates and assumptions on
historical experience and on other various factors, including expectations of
future events, management believes to be reasonable under the circumstances.
The resulting accounting judgements and estimates will seldom equal the
related actual results. The judgements, estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities (refer to the respective notes) within the current or
next financial year are discussed below.
Share-based payment transactions
Unless noted otherwise, the consolidated entity measures the cost of
equity-settled transactions by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value of
option-based transactions is determined by using either the Binomial or
Black-Scholes model taking into account the exercise price, the term of the
option, the impact of dilution, the share price at grant date and expected
price volatility of the underlying share, the expected dividend yield and the
risk free interest rate for the term of the option, as well as the terms and
conditions upon which the instruments were granted.
Revenue from contracts with customers involving sale of goods
When recognising revenue in relation to the sale of goods to customers, the
key performance obligation of the consolidated entity is considered to be the
point of delivery of the goods to the customer, as this is deemed to be the
time that the customer obtains control of the promised goods and therefore the
benefits of unimpeded access.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of
estimation and judgement. It is based on the lifetime expected credit loss,
grouped based on days overdue, and makes assumptions to allocate an overall
expected credit loss rate for each group. These assumptions include recent
sales experience and historical collection rates.
Provision for impairment of inventories
The provision for impairment of inventories assessment requires a degree of
estimation and judgement. The level of the provision is assessed by taking
into account the recent sales experience, the ageing of inventories and other
factors that affect inventory obsolescence.
Impairment of non-financial assets other than goodwill and other indefinite
life intangible assets
The consolidated entity assesses impairment of non-financial assets other than
goodwill and other indefinite life intangible assets at each reporting date by
evaluating conditions specific to the consolidated entity and to the
particular asset that may lead to impairment. If an impairment trigger exists,
the recoverable amount of the asset is determined. This involves fair value
less costs of disposal or value-in-use calculations, which incorporate a
number of key estimates and assumptions.
Divestment of The Iron Company
The Iron Company products were primarily sold by BSPS Pty Ltd within the
Australian consumer and health products retail market. As the Group continues
to operate within this segment, the Directors consider that The Iron Company
does not represent a separate major line of business for the purposes of AASB
5 Non-current Assets Held for Sale and Discontinued Operations. Accordingly,
its divestment has not been classified as a discontinued operation. In forming
this view, the Directors exercised judgement as aforementioned and also by
considering the scale and contribution of The Iron Company to the Group's
overall results.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences and/or
tax losses only if the consolidated entity considers it is probable that
future taxable amounts will be available to utilise those temporary
differences and losses. No deferred tax assets were recognised as at 30 June
2025.
Going concern
The financial report has been prepared on a going concern basis, which
contemplates continuity of normal business activities and realisation of
assets and liabilities in the ordinary course of business. The going concern
of the consolidated entity is dependent upon it maintaining sufficient funds
for its operations and commitments.
The consolidated entity made a loss after tax of $15,604,000 during the year
ended 30 June 2025 and the net cash used in operating activities was $666,000.
The cash balance as at 30 June 2025 was $497,000. The deficiency of current
liabilities over current assets as at 30 June 2025 was $6,538,000.
These factors indicate a material uncertainty which may cast significant doubt
as to whether the consolidated entity will continue as a going concern and
therefore whether it will realise its assets and extinguish its liabilities in
the normal course of business and at the amounts stated in the financial
report.
Notwithstanding these results, the accounts have been prepared on the basis
that the consolidated entity will continue its business activities (and that,
therefore, the consolidated entity is a going concern) for the following
reasons:
● the consolidated entity since the acquisition of Pain Away is generating high
margin revenue that will generate positive cashflow for the business and the
consolidated entity is also seeing growth in our other brands;
● the extension of the IP licensing arrangement will generate additional
revenue and cashflow for the business;
● the consolidated entity holds significant inventory including in some cases 12
months' supply to manufacture products, with the inventory held at 30 June
2025 being able to generate circa $4 million in sales;
● the consolidated entity also has the ability to raise additional capital
through its lead Australian broker and they have provided non-binding support
that they will raise additional capital as required, through a placement. In
addition, through the company's listing on AIM, the Company has access to a
broader spread of investors, including UK based institutional investors
● On 31 July 2025, the Company announced that the Group had entered into a
secured loan facility of A$2.825 million with Reach Wholesale ("Reach") for a
24-month term at an interest rate of 14%. Additionally on 19 September 2025,
the Group entered into an additional secured loan facility with Reach for up
to A$2.5 million, also for a 24-month term at an interest rate of 14%.
As at 30 September 2025, $4.135 million has been drawn down, with A$1.19
million remaining available to the Group.
● During the financial year, the Group entered into negotiations with certain
vendors and successfully agreed to payment plans and extended payment terms
for selected accounts payable balances. These arrangements were made to
support the Group's short-term liquidity position and working capital
management.
● The Group continues to assess opportunities to unlock value through the
potential disposal of non-core assets. The Group believes it has the ability
to execute such disposals, if required, within a reasonable timeframe and at
values that reflect fair market conditions, with proceeds from any such
transactions directed towards strengthening the balance sheet.
● The Group intends to settle its outstanding accounts payable balances on an
ongoing basis through a combination of profitable trading activities and
potential future capital raisings if required.
● the consolidated entity has the ability to significantly curtail expenses.
Note 4. Operating segments
An operating segment is a component of an entity that engages in business
activities from which it may earn revenues and incur expenses (including
revenues and expenses relating to transactions with other components of the
same entity), whose operating results are regularly reviewed by the entity's
chief operating decision maker to make decisions about resources to be
allocated to the segment and assess its performance and for which discrete
financial information is available. Management will also consider other
factors in determining operating segments such as the existence of a line
manager and the level of segment information presented to the board of
directors.
During the 2024 financial year the consolidated entity acquired the assets of
Pain Away. The business operates in the same business and geographical segment
as the rest of the Group, being a provider of high quality Australian made
health and wellness products throughout Australasia. All of the Group's
revenue during the financial year was generated by its Australian entities,
and all assets were also held by these Australian entities.
Revenues of the consolidated entity are recognised at a point in time.
Note 5. Revenue
Consolidated
30 June 2025 30 June 2024
$'000 $'000
Revenue from sale of goods - recognised at a point in time 23,625 16,828
During the financial year, the Group generated more than 10% of its revenue
from three individual customers, with total sales to these customers amounting
to $13,730,000 (30 June 2024: $8,505,000). Apart from these, no other customer
individually accounted for more than 10% of the Group's revenue.
30 June 2025 30 June 2024
Consolidated $'000 $'000
Geographical regions
Australia 21,877 16,828
New Zealand 275 -
United Kingdom 1,473 -
23,625 16,828
Note 6. Current assets - trade and other receivables
Consolidated
30 June 2025 30 June 2024
$'000 $'000
Current Asset
Trade receivables 2,593 4,329
Deposits - 53
2,593 4,382
Allowance for expected credit losses
The ageing of trade receivables and allowance for expected credit losses
provided for above are as follows:
Expected credit loss rate Carrying amount Allowance for expected credit losses
30 June 2025 30 June 2024 30 June 2025 30 June 2024 30 June 2025 30 June 2024
Consolidated % % $'000 $'000 $'000 $'000
Not overdue - - 2,498 4,128 - -
30 to 60 days overdue - - 95 163 - -
60 to 90 days overdue - - 28 1 - -
90 days overdue 50% 97% 183 37 76 36
2,804 4,329 76 36
Note 7. Current assets - inventories
Consolidated
30 June 2025 30 June 2024
$'000 $'000
Finished goods - at cost 6,039 4,597
Less: Provision for obsolescence (1,996) (967)
4,043 3,630
Note 8. Non-current assets - intangibles
Reconciliations
Reconciliations of the written down values at the beginning and end of the
current and previous financial year are set out below:
Goodwill Patents & trademarks Brands Customer Relationships Formation costs Total
Consolidated $'000 $'000 $'000 $'000 $'000 $'000
Balance at 1 July 2023 993 89 1,636 221 523 3,462
Asset acquisition - - 21,360 - - 21,360
Impairment of assets (993) (20) (1,636) (221) (523) (3,393)
Amortisation expense - (23) (571) - - (594)
Balance at 30 June 2024 - 46 20,789 - - 20,835
Amortisation expense - (43) (1,068) - - (1,111)
Balance at 30 June 2025 - 3 19,721 - - 19,724
(1) As at 30 June 2024, the group completed the acquisition of the Pain Away
brand for total consideration of $21.36m.'
Intangible assets consist of the Group's brand assets which are amortizing
over 20 years. As at 30 June 2025 these brand assets were represented by the
Group's acquisition of Pain Away which was acquired for a purchase price of
$21.36m. The directors have reviewed this assets for indications of impairment
as at 30 June 2025 and have concluded that this asset has no indications of
impairment.
In concluding this, the directors considered the following factors:
(a) the underlying financial performance of the PainAway brand cash-generating
unit;
(b) external evidence of fair value of the asset in the Australian market; and
(c) the overall market capitalization of the Group relative to its net book
values represented in the Statement of Financial Position.
Note 9. Current liabilities - trade and other payables
Consolidated
30 June 2025 30 June 2024
$'000 $'000
Trade payables 6,767 4,316
Accruals 968 220
Payables to related parties 1,651 1,421
Wages and superannuation payable 463 426
Amounts payable to Australian Taxation Office 343 204
Other payables 36 851
10,228 7,438
Note 10. Current liabilities - borrowings
Consolidated
30 June 2025 30 June 2024
$'000 $'000
Trade and debtor financing 2,350 1,612
Convertible notes payable (net of deferred borrowing costs) 502 6,490
Related party borrowings 2,856 2,513
5,708 10,615
Related party borrowings
Amounts due and payable to related parties of the Company are $2,856,000.
Loans to related parties are unsecured, and during the period a 10% interest
rate was placed on the amounts borrowed by the Company.
The loans were extended to a repayment date of 28 September 2026 and carry no
equity conversion features and therefore are at terms that the directors
consider are no more favourable to the related parties than at market terms.
The loans and associated interest are repayable immediately upon resignation
or termination of the relevant party.
Trade and debtor facility
In July 2021, the Company entered into a secured revolving trade and debtor
facility with Scottish Pacific, with the key terms of this facility as
follows:
● total value of financing facility: $3,800,000 (reduced from $5,300,000 on 1
August 2025)
● amount drawn down as at 30 June 2025: $2,350,000 (2024 $1,612,000)
● interest rate: Bank Bill Swap Bid Rate (BBSY) plus 4%
● this financing facility is secured by general and specific security deeds over
all of the Company's assets and has first ranking over the consolidated
entity's inventory and receivables.
Convertible Notes
● amount drawn down as at 30 June 2022: $6,150,000 (before costs);
● the secured note has a term of 24 months from issue;
● the secured note has a coupon rate of 9% per annum;
● conversion price: $0.21 (21 cents) per share, with the noteholder having the
right to receive one option for every two shares converted at a strike price
of $0.21 (21 cents) with a 24 month term from issue;
● the Company can at any time choose to repay the convertible note financing,
with the note holders having the right on the issue of a redemption notice by
the Company to convert the convertible note into fully paid ordinary shares;
● the convertible note financing is secured by general and specific security
deeds over all of the Company's assets.
Revised Convertible Note Terms
Total secured liabilities
● Conversion price: the conversion price be reduced from $0.21 to $0.08;
● Coupon rate: the coupon rate be increased from 9% to 13%, for the period from
6 October 2023 until the maturity date;
● Maturity date: the maturity date be extended by 12 months to 21 June 2025;
and
● Redemption: the Company can redeem the Convertible Note at its election (with
the Noteholder's consent) from 1 March 2024 onwards, subject to payment of an
early redemption fee equal to the 3 months' interest.
Following the completion of the capital raise on the AIM market of the London
Stock Exchange, part of the proceeds were applied to fully settle the
outstanding balance of the convertible notes, which were originally scheduled
to mature on 21 June 2025. The early redemption triggered an obligation for
the Group to incur additional financial costs amounting to $607,009,
recognized in the profit or loss statement for the year ended 30 June 2025.
During the financial year, the convertible note balance including principal,
accrued interest, and early redemption costs was satisfied as follows:
(a) $2.19 million of convertible notes were converted at $0.65 per share, and
(b) $4.5 million was repaid in cash.
A loss on extinguishment of the convertible note loan amounting to $61,000 was
recorded in the statement of profit or loss for the financial year. This loss
arose on the settlement of the convertible note liability through a
combination of cash repayments and the issue of ordinary shares to
noteholders, as outlined above. The loss represents the difference between the
carrying amount of the extinguished liability and the aggregate fair value of
the consideration transferred, in accordance with AASB 9 Financial Instruments
As at 30 June 2025, a convertible note liability of $0.50 million remains,
comprising $0.06 million of coupons payable in cash and $0.44 million to be
settled through the issuance of shares. This remaining balance is expected to
be settled subsequent to the 30 June 2025 financial year end.
Note 11. Equity - issued capital
Consolidated
30 June 2025 30 June 2024 30 June 2025 30 June 2024
Shares Shares $'000 $'000
Ordinary shares - fully paid 67,771,528 1,289,554,351 151,447 130,557
Movements in ordinary share capital
Details Date Shares Issue price $'000
Balance 1 July 2023 423,719,190 112,424
Placement of shortfall shares 28 July 2023 9,563,120 $0.05 478
Issue of shares for placement of Pain Away 13 October 2023 34,000,000 $0.028 -
Issue of shares to 365 Health as part of purchase consideration for Pain Away 3 November 2023 20,000,000 $0.028 560
asset acquisition *
Issue of shares for acquisition of Pain Away 14 December 2023 487,282,310 $0.028 13,644
Issue of shares for placement 15 December 2023 53,839,556 $0.028 1,507
Issue of shares for placement 20 December 2023 6,000,000 $0.028 -
Issue of shares to 365 Health for management services 20 December 2023 20,000,000 $0.028 560
Issue of shares for placement 29 February 2024 35,714,284 $0.028 1,000
Issue of shares for placement 14 March 2024 63,571,428 $0.028 1,780
Issue of shares to lead manager for capital raise 18 March 2024 68,000,000 $0.022 1,496
Issue of shares for placement 1 May 2024 39,284,285 $0.028 1,011
Issue of shares for exercise of options ** 31 May 2024 8,750 $0.05 -
Issue of shares to 365 Health as part of purchase consideration for Pain Away 20 December 2023 28,571,428 $0.028 800
asset acquisition *
Capital raising costs - - (4,703)
Balance 30 June 2024 1,289,554,351 130,557
Issue of ordinary shares to settle employee agreements 1 July 2024 435,438 $0.025 11
Issue of ordinary shares - Issued for corporate advisory services 19 July 2024 12,500,000 $0.028 350
Issue of ordinary shares 7 August 2024 99,392,863 $0.028 2,783
Consolidation of shares 50:1 (1,373,843,902) - -
Issue of ordinary shares 19 November 2024 357,142 $1.40 499
Issue of ordinary shares 27 December 2024 321,429 $1.40 450
Issue of ordinary shares 30 December 2024 200,000 $1.40 280
Issue of Ordinary Shares - Issued for Corporate Advisory Services 19 November 2024 1,600,000 $0.61 968
Issue of shares for placement 5 February 25 1,111,111 $0.68 750
Fees paid in shares 5 February 25 100,000 $0.65 65
Reach fees 7 February 25 1,500,000 $0.80 1,200
Settlement of liabilities 7 February 25 871,429 $0.80 697
Rights issue 5 March 25 3,371,073 $0.65 2,191
PainAway deferred consideration 14 March 25 480,770 $0.65 313
Shortfall rights issue 21 March 25 16,429,627 $0.65 10,679
Convertible notes conversion 21 March 25 3,369,231 $0.65 2,190
Shares to corporate advisors 21 March 25 7,642,825 $0.65 4,968
Shares issued in lieu of interest charges on convertible notes 21 March 25 840,546 $0.65 546
Pain Away Deferred Consideration 25 March 25 403,226 $0.65 250
Shortall offer UK 31 March 25 488,216 $0.65 317
Settlement of liabilities 20 May 2025 646,153 $0.65 420
Capital raising costs - - (9,037)
Balance 30 June 2025 67,771,528 151,447
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the
proceeds on the winding up of the Company in proportion to the number of and
amounts paid on the shares held. The fully paid ordinary shares have no par
value and the Company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy
shall have one vote and upon a poll each share shall have one vote.
Note 12. Financial instruments
Financial risk management objectives
The consolidated entity's activities expose it to a variety of financial
risks: market risk (including price risk and interest rate risk), credit risk
and liquidity risk. The consolidated entity's overall risk management program
focuses on the unpredictability of financial markets and seeks to minimise
potential adverse effects on the financial performance of the consolidated
entity.
Risk management is carried out by senior finance executives ('finance') under
policies approved by the Board of Directors ('the Board'). These policies
include identification and analysis of the risk exposure of the consolidated
entity and appropriate procedures, controls and risk limits.
Market risk
Price risk
The consolidated entity does not currently face material price risk as it does
not trade in products, nor hold investments, which are expected to be exposed
to material price fluctuations.
Interest rate risk
As at reporting date the Consolidated Entity has a trade finance facility
which is subject to material interest rate risk arising from borrowings. If
the interest rate of on the trade finance facility varied by 5% it would not
have a material impact on the consolidated entity. The cash holding of the
Consolidated Entity is highly liquid and short-term in nature and has no
material fair value risk to changes in interest rates.
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the consolidated
entity. The consolidated entity has a strict code of credit, including
obtaining agency credit information, confirming references and setting
appropriate credit limits. The consolidated entity obtains guarantees where
appropriate to mitigate credit risk. The maximum exposure to credit risk at
the reporting date to recognised financial assets is the carrying amount, net
of any provisions for impairment of those assets, as disclosed in the
statement of financial position and notes to the financial statements. The
consolidated entity does not hold any collateral.
The consolidated entity has adopted a lifetime expected loss allowance in
estimating expected credit losses to trade receivables through the use of a
provisions matrix using fixed rates of credit loss provisioning. These
provisions are considered representative across all customers of the
consolidated entity based on recent sales experience, historical collection
rates and forward-looking information that is available.
The consolidated entity has a credit risk exposure with trade receivables,
which as at 30 June 2025 owed the consolidated entity $2.6 million (30 June
2024: $4.3 million). This balance was within its terms of trade and no
impairment was made as at 30 June 2024. Management closely monitors the
receivable balance on a monthly basis and is in regular contact with this
customer to mitigate risk.
Generally, trade receivables are written off when there is no reasonable
expectation of recovery. Indicators of this include the failure of a debtor to
engage in a repayment plan, no active enforcement activity and a failure to
make contractual payments for a period greater than 1 year.
Liquidity risk
Vigilant liquidity risk management requires the consolidated entity to
maintain sufficient liquid assets (mainly cash and cash equivalents) and
available borrowing facilities to be able to pay debts as and when they become
due and payable.
The consolidated entity manages liquidity risk by maintaining adequate cash
reserves and available borrowing facilities by continuously monitoring actual
and forecast cash flows and matching the maturity profiles of financial assets
and liabilities.
Remaining contractual maturities
The following tables detail the consolidated entity's remaining contractual
maturity for its financial instrument liabilities. The tables have been drawn
up based on the undiscounted cash flows of financial liabilities based on the
earliest date on which the financial liabilities are required, or expected, to
be paid. The tables include both interest and principal cash flows disclosed
as remaining contractual maturities and therefore these totals may differ from
their carrying amount in the statement of financial position.
Weighted average interest rate 1 year or less Between 1 and 2 years Between 2 and 5 years Over 5 years Remaining contractual maturities
Consolidated - 30 June 2025 % $'000 $'000 $'000 $'000 $'000
Non-derivatives
Non-interest bearing
Trade payables - 8,678 - - - 8,678
Accruals - 968 - - - 968
Other payables - 842 - - - 842
Interest-bearing - variable
Trade debtor facility 11.12% 2,350 - - - 2,350
Borrowings - 502 - - - 502
Loans from related parties 10.00% 2,856 - - - 2,856
Total non-derivatives 16,196 - - - 16,196
Weighted average interest rate 1 year or less Between 1 and 2 years Between 2 and 5 years Over 5 years Remaining contractual maturities
Consolidated - 30 June 2024 % $'000 $'000 $'000 $'000 $'000
Non-derivatives
Non-interest bearing
Trade payables - 5,737 - - - 5,737
Accruals - 220 - - - 220
Other payables - 1,481 - - - 1,481
Loans from related parties - 2,513 - - - 2,513
Deferred consideration - 5,650 - - - 5,650
Interest-bearing
Convertible loans 13.00% 6,490 - - - 6,490
Lease liability - 52 - - - 52
Trade finance facility 11.22% 1,612 - - - 1,612
Total non-derivatives 23,755 - - - 23,755
Details about the financial guarantee contracts are provided in . The amounts
disclosed in the above tables are the maximum amounts allocated to the
earliest period in which the guarantee could be called upon. The consolidated
entity does not expect these payments to eventuate.
The cash flows in the maturity analysis above are not expected to occur
significantly earlier than contractually disclosed above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect
their fair value.
Note 13. Key management personnel disclosures
Compensation
The aggregate compensation made to directors and other members of key
management personnel of the consolidated entity is set out below:
Consolidated
30 June 2025 30 June 2024
$ $
Short-term employee benefits 1,197,095 1,043,060
Post-employment benefits 65,422 80,604
Long-term benefits 16,060 22,155
Share-based payments - 360,782
1,278,577 1,506,601
Note 14. Remuneration of auditors
During the financial year the following fees were paid or payable for services
provided by William Buck Audit (Vic) Pty Ltd, the auditor of the Company:
Consolidated
30 June 2025 30 June 2024
$ $
Audit services - William Buck
Audit or review of the financial statements 188,200 188,458
Other services - William Buck
Tax compliance services 62,400 68,000
250,600 256,458
Note 15. Contingent liabilities
A professional supplier of the Group has lodged a claim in respect of amounts
allegedly due to it. The Group has legally rejected the claim, with the latest
correspondence being received by the Group on the matter over 4 months ago.
Due to the spurious nature of the claim, the Group is unable to quantify any
potential financial impact of the claim or reliably assess the probability of
an outflow of resources. While the Board has been advised the claim is without
merit and believes it to be frivolous in nature, the matter has been disclosed
as a contingent liability.
No other contingent liabilities exist as at 30 June 2025 (30 June 2024: $nil).
Note 16. Related party transactions
Key management personnel
Disclosures relating to key management personnel are set out in note 13 and
the remuneration report included in the directors' report.
Transactions with related parties
The following transactions occurred with related parties:
Consolidated
30 June 2025 30 June 2024
$ $
Sale of goods and services:
Consulting services rendered by a related party of a Director (16,000) -
3PL logistics costs paid to an entity controlled by a Director (317,165) (803,609)
Office lease payments made to an entity controlled by a Director (58,200) (114,801)
Purchase of inventory from an entity controlled by a Director - (1,486,103)
Financing costs incurred on purchases from an entity controlled by a Director (1,027,967) -
*
Interest accrued on Director loans (395,347) -
Payable to related parties
The following balances are payable at the reporting date in relation to
transactions with related parties:
Consolidated
30 June 2025 30 June 2024
$ $
Current payables:
Loan from George Karafotias 760,108 738,000
Loan from Zack Bozinovski 2,096,239 1,775,000
Total 2,856,347 2,513,000
Refer to Notes 10 and 12 for further information on the related party loans.
Terms and conditions
All transactions were conducted on normal commercial terms and conditions and
at market rates, apart from those marked *
* This transaction was approved by shareholders on 7 February 2025. The
financing costs is linked to an inventory purchase of $1,486,103 in FY2024
from an entity controlled by the Director. These financing costs arose from
the extension and subsequent renegotiation of payment terms, which resulted in
the imposition of default interest on the outstanding purchase balance of
$1,486,103.
Note 17. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
30 June 2025 30 June 2024
$'000 $'000
Loss after income tax (15,604) (13,739)
Total comprehensive loss (15,604) (13,739)
Statement of financial position
Parent
30 June 2025 30 June 2024
$'000 $'000
Total current assets 8,390 9,895
Total assets 28,124 30,924
Total current liabilities 16,765 24,779
Total liabilities 16,877 24,865
Equity
Issued capital 151,447 130,557
Share-based payments reserve - 1,977
Convertible loan reserve 776 108
Accumulated losses (140,974) (126,582)
Total equity 11,249 6,060
Guarantees entered into by the parent entity in relation to the debts of its
subsidiaries
The parent entity had no guarantees in relation to the debts of its
subsidiaries as at 30 June 2025 and 30 June 2024.
Contingent liabilities
Refer to Note 15 (2024: nil)
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment
as at 30 June 2025 and 30 June 2024.
Material accounting policy information
The accounting policies of the parent entity are consistent with those of the
consolidated entity, as disclosed in note 2, except for the following:
● Investments in subsidiaries are accounted for at cost, less any impairment, in
the parent entity.
● Investments in associates are accounted for at cost, less any impairment, in
the parent entity.
● Dividends received from subsidiaries are recognised as other income by the
parent entity and its receipt may be an indicator of an impairment of the
investment.
Note 18. Asset acquisition
Acquisition of Pain Away brand asset
On 18 December 2023 the Company completed the asset acquisition of Pain Away
brand asset and during this period settled the outstanding deferred
consideration for the acquisition. Pain Away is the largest Australian-owned
topical pain relief brand and second largest provider of topical pain relief
products in Australia in market share terms. The business develops and
manufactures topical pain relief products focused on joint and muscle pain
using all natural ingredients.
In October 2024, the Company entered into discussions with the vendors of the
Pain Away brand to negotiate a delay in the payment terms. The initial
agreement, referred to as the October 2024 variation, amended the payment
deadline to 20 January 2025. A subsequent variation agreement was entered into
in January 2025 to extend the payment to March 2025.
The key changes in the deferred consideration amounts as agreed under the
respective variation agreements is detailed below:
October 2024 agreement January 2025 agreement
Establishment fee · $100,000 - payable on 31 October 2024 · $500,000 - payable on or before 24 January 2025
· $100,000 - payable on or before 31 December 2024
Additional payments - cash component · $150,000 - payable on or before 20 January 2025 · $550,000 - payable on or before 3 March 2025; effectively
increases the cash component from the $300,000 agreed in October 2024
· $150,000 - payable on or before 1 March 2025 · Thereby, the total deferred payments amount to $6.25 million,
comprising:
· $2.925 million (original first deferred payment)
· $2.775 million (original second deferred payment)
· $0.550 million (additional consideration from renegotiation)
Additional payments on 20 January 2025- equity component · $150,000 payable in Wellnex shares within five business days from · $150,000 payable in Wellnex shares on or before 27 January 2025,
20 January 2025, with the share price determined based on the closing price with the share price determined based on the closing price on 20 January 2025
· 250,000 Wellnex shares on or before 3 March 2025
· Effectively increases the equity component by an additional
250,000 shares
As a result of the variation agreements executed in the financial year to
negotiate a delay in the payment terms of the deferred consideration, the
Group incurred an additional cost of $1,813,000 in relation to the brand
acquisition of which $1,250,000 was settled in cash and $563,000 was satisfied
through shares. Additionally $517,000 of transaction costs were incurred in
the financial year pertaining to duties paid on the brand acquisition, legal
costs for the variations made in the year and consultancy fees incurred on the
brand acquisition.
Details of the acquisition are as follows:
Fair value
$'000
Brand asset 21,360
Inventory 1,150
Acquisition-date total consideration transferred 22,510
Consideration paid:
Advance cash deposit paid in 2023 Financial Year (2,200)
Remaining deposit amount paid in the 2024 Financial Year (13,300)
Less: deferred consideration (5,650)
Less: shares issued by company as part of consideration (1,360)
Consideration paid (22,510)
Note 19. Interests in controlled entities
The consolidated financial statements incorporate the assets, liabilities and
results of the following subsidiaries in accordance with the accounting policy
described in note 2:
Parent
Principal place of business / Ownership interest Ownership interest
Country of 30 June 2025 30 June 2024
Name incorporation Principal activities % %
Wattle Health Australia Investments Pty Ltd Australia Investment 100.00% 100.00%
BSPS Aust Pty Ltd Australia Brand Solutions Australia and Pharma Solutions Australia businesses 100.00% 100.00%
BSPSPA Pty Ltd Australia Holds the IP and trademarks of Pain Away 100.00% 100.00%
1LH Pty Ltd (a) Australia Medical Cannabis 50.00% 50.00%
Cann Comm Pty Ltd (a), (b) Australia Technology - Tele Health 50.00% -
Wellnex Life UK Ltd (a), (b) United Kingdom Sales and Distribution UK 100.00% -
(a) Dormant entity with no trading activities or balances registered for the
financial year. These entities held immaterial levels of trade for the
financial year and had no material assets or liabilities that impacted these
consolidated financial statements
(b) Incorporated by the Company during the financial year.
Note 20. Events after the reporting period
On 31 July 2025, the Company announced that the Group had entered into a loan
facility via Reach Wholesale ("Reach") for A$2.825 million (the "Facility").
The Facility is secured over the assets of the Group's key subsidiaries for a
24-month term at an interest rate of 14% for the term of the Facility.
On 15 August 2025, the Company announced that joint Chief Executive Officer
(CEO) & Managing Director (MD), Mr George Karafotias resigned from the
Company from his employment and as director of the Company. The Company's
joint CEO & MD Mr Zack Bozinovski assumed the role of sole CEO & MD.
On 9 September 2025, the Company announced its intention to appoint Ash Vesali
as the new Non-Executive Chairman. Mr. Andrew Vidler, who served as Interim
Non-Executive Chairman, stepped down from this role and continued to serve on
the Board as an Independent Non-Executive Director.
On 15 September 2025, the Company announced that Mr Andrew Vidler, Independent
Non-Executive Director, had resigned from his position on the Board.
On 19 September 2025, the Company announced that the Group has entered into an
additional loan facility via Reach Wholesale ("Reach") for up to A$2.5 million
(the "Additional Facility"). The Additional Facility, which is secured over
the assets of the Group's key subsidiaries, is for a 24-month term at an
interest rate of 14% for the term of the Additional Facility.
On 19 September 2025, the Company announced the formal appointment of Ash
Vesali as Non-Executive Chair.
No other matter or circumstance has arisen since 30 June 2025 that has
significantly affected, or may significantly affect the consolidated entity's
operations, the results of those operations, or the consolidated entity's
state of affairs in future financial years.
Note 21. Reconciliation of loss after income tax to net cash used in operating
activities
Consolidated
30 June 2025 30 June 2024
$'000 $'000
Loss after income tax expense for the year (15,604) (13,739)
Adjustments for:
Depreciation and amortisation 1,379 821
Impairment of non-current assets - 86
Impairment of goodwill - 3,346
Share-based payments 4,189 491
Impairment of inventory 1,297 967
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables 1,789 (253)
Increase in inventories (1,028) (1,568)
Decrease in prepayments 76 2,713
Increase/(decrease) in trade and other payables 6,116 (160)
Increase/(decrease) in employee benefits (170) 478
Net cash used in operating activities (1,956) (6,818)
Note 22. Loss per share
Consolidated
30 June 2025 30 June 2024
$'000 $'000
Loss after income tax attributable to the owners of Wellnex Life Limited (15,604) (13,739)
Number Number
Weighted average number of ordinary shares used in calculating basic earnings 29,260,693 17,006,998
per share
Weighted average number of ordinary shares used in calculating diluted 29,260,693 17,006,998
earnings per share
Cents Cents
Basic loss per share (53.33) (80.78)
Diluted loss per share (53.33) (80.78)
The loss per share for the previous year has been adjusted to reflect the
consolidation of capital which has taken place during the year on a 50:1
basis.
The dilutive impact of shares, options and rights has not been included in the
weighted average number of ordinary shares for the purposes of calculating
diluted EPS as it does not meet the requirements for inclusion in AASB 133
'Earnings Per Share'. The rights to these shares, options and rights are
non-dilutive as the consolidated entity is loss generating.
Wellnex Life Limited Place formed / Ownership interest
Consolidated entity disclosure statement
As at 30 June 2025
Entity name Entity type Country of incorporation % Tax residency
Wellnex Life Limited Body corporate Australia -
BSPS Aust Pty Ltd Body corporate Australia 100.00% Australia
BSPSPA Pty Ltd Body corporate Australia 100.00% Australia
Wattle Health Investments Pty Ltd Body corporate Australia 100.00% Australia
1LH Pty Ltd Body corporate Australia 50.00% Australia
Cann Comm Pty Ltd Body corporate Australia 50.00% Australia
Wellnex Life UK Ltd Body corporate United Kingdom 100.00% United Kingdom
Place formed /
Ownership interest
Entity name
Entity type
Country of incorporation
%
Tax residency
Wellnex Life Limited
Body corporate
Australia
-
BSPS Aust Pty Ltd
Body corporate
Australia
100.00%
Australia
BSPSPA Pty Ltd
Body corporate
Australia
100.00%
Australia
Wattle Health Investments Pty Ltd
Body corporate
Australia
100.00%
Australia
1LH Pty Ltd
Body corporate
Australia
50.00%
Australia
Cann Comm Pty Ltd
Body corporate
Australia
50.00%
Australia
Wellnex Life UK Ltd
Body corporate
United Kingdom
100.00%
United Kingdom
Basis of preparation
This Consolidated entity disclosure statement (CEDS) has been prepared in
accordance with the Corporations Act 2001 and includes information for each
entity that was part of the Consolidated Entity as at the end of the financial
year in accordance with AASB 10 Consolidated Financial Statements.
Determination of tax residency
Section 295 (3A)(vi) of the Corporation Act 2001 defines tax residency as
having the meaning in the Income Tax Assessment Act 1997. The determination of
tax residency involves judgement as there are different interpretations that
could be adopted, and which could give rise to a different conclusion on
residency.
In determining tax residency, the Group has applied the following
interpretations:
Australian tax residency
The Group has applied current legislation and judicial precedent, including
having regard to the Tax Commissioner's public guidance in Tax Ruling TR
2018/5.
Partnerships and Trusts
None of the entities noted above were trustees of trusts within the Group,
partners in a partnership within the Group or participants in a joint venture
within the Group.
In the directors' opinion:
● the attached financial statements and notes comply with the Corporations Act
2001, the Accounting Standards, the Corporations Regulations 2001 and other
mandatory professional reporting requirements;
● the attached financial statements and notes comply with International
Financial Reporting Standards as issued by the International Accounting
Standards Board as described in note 2 to the financial statements;
● the attached financial statements and notes give a true and fair view of the
consolidated entity's financial position as at 30 June 2025 and of its
performance for the financial year ended on that date;
● there are reasonable grounds to believe that the Company will be able to pay
its debts as and when they become due and payable; and
● the information disclosed in the attached consolidated entity disclosure
statement is true and correct.
The directors have been given the declarations required by section 295A of the
Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section
295(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Zack Bozinovski
Executive Director
30 September 2025
Melbourne
Wellnex Life Limited
Independent auditor's report to the members of Wellnex Life Limited
A copy of the Independent auditor's report to the members of Wellnex Life
Limited can be found here
(http://www.rns-pdf.londonstockexchange.com/rns/4185B_1-2025-9-30.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/4185B_1-2025-9-30.pdf) ).
Wellnex Life Limited
Shareholder information
30 June 2025
The shareholder information set out below was applicable as at 26 September
2025.
Corporate Governance Statement
Refer to the Company's Corporate Governance statement at:
https://www.wellnexlife.com.au/
Distribution of equity securities
Analysis of number of equity security holders by size of holding:
Ordinary shares
% of total
Number shares
of holders issued
1 to 1,000 3,478 0.83
1,001 to 5,000 530 1.94
5,001 to 10,000 184 2.11
10,001 to 100,000 381 18.31
100,001 and over 80 76.81
4,653 100.00
In addition to the above securities, the Company has following unquoted equity
security holders by size of holding:
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities
are listed below:
Ordinary shares
% of total
shares
Ordinary shares Number held issued
Computershare Clearing Pty ltd (CCNL DI A/C) 12,620,320 18.62
Citicorp Nominees Pty Limited 4,147,717 6.12
Homart Group Pty Ltd 3,427,010 5.06
JYSF Management Pty Ltd (JYSF A/C) 2,629,181 3.88
J P Morgan Nominees Australia Pty Limited 1,480,610 2.18
Lotus Capital Group Pty Ltd 1,398,567 2.06
Kobella Holdings Pty Ltd (The Kobella Holding Unit A/C) 1,371,429 2.02
Major Halfpenny Pty Ltd (Palfreymanfamily S/F A/C) 1,053,846 1.55
JLO Enterprises Pty ltd (The Kobella Holding Unit A/C) 1,015,000 1.50
Mr James Moussa and Mrs Tracey Ann Moussa (PJET Super Fund) 903,324 1.33
365 Health Australia Pty Ltd 883,996 1.30
Mr Reid Jon Zulpo and Mrs Melissa Catherine Zilpo (RJ & MC Zulpo Family 866,317 1.28
A/C)
Kirby Superannuation Pty Ltd (Kirby Super Fund A/C) 803,096 1.19
Netwealth Investments Limited (Wrap Services A/C) 787,888 1.16
HSBC Custody Nominees (Australia) Limited 754,967 1.11
Appwam Pty Ltd 750,666 1.11
Reach Investment Group Nominees Pty Ltd (R Markets Unit A/C) 720,787 1.06
ZJL Pty Ltd (The Bozinovski Family A/C) 667,473 0.98
GGP Investments Pty Ltd (GGP Superannuation Fund A/C) 654,656 0.97
Mr Jonathan Charles Minor and Ms Cherle-Lynn Mcconnell (Mcconnell-Minor Family 600,000 0.89
A/C)
37,536,850 55.37
Substantial holders
Substantial holders in the Company, as disclosed in substantial holding
notices given to the Company under the Corporations Act, are set out below:
Ordinary shares
% of total
shares
Number held issued
Homart Group Pty Ltd 3,427,010 5.06
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy
shall have one vote and upon a poll each share shall have one vote.
Options
Class A Unquoted Options, Class B Quoted Options and Consideration Options do
not carry any voting rights until they convert into fully paid ordinary
shares.
Other information
There is no current on-market buy-back of the Company's securities.
The Company's securities are not quoted on any exchange other than the ASX
The Company's Company Secretary is Mr Kobe Li.
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