Announcement PDF Elixinol Wellness Limited Appendix 4E Preliminary final report 1. Company details Name of entity: Elixinol Wellness Limited ABN: 34 621 479 794 Reporting period: For the year ended 31 December 2025 Previous period: For the year ended 31 December 2024 2. Results for announcement to the market The directors present this Appendix 4E on the consolidated entity (referred to as the 'Group') consisting of Elixinol Wellness Limited (referred to as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 31 December 2025. $'000 Revenues from ordinary activities up 3.6% to 15,500 Loss from ordinary activities after tax attributable to the owners of Elixinol Wellness Limited up 219.4% to (5,500) Loss for the year attributable to the owners of Elixinol Wellness Limited up 219.4% to (5,500) 2025 2024 Cents Cents Basic loss per share (2.15) (1.11) Diluted loss per share (2.15) (1.11) Dividends There were no dividends paid, recommended or declared during the current financial period. Comments The loss for the Group after providing for income tax amounted to $5,500,000 (31 December 2024: $1,722,000). 3. Net tangible assets 2025 2024 Cents Cents Net tangible assets per ordinary security (0.36) 0.13 Calculated as follows: Group 2025 2024 $'000 $'000 Net assets 7,452 10,026 Less: Right-of-use assets (348) (265) Less: Intangibles (5,150) (6,177) Less: Deferred tax assets (3,793) (3,590) Add: Lease liabilities 369 283 Net tangible assets (1,470) 277 Total shares issued (no.) 413,987,731 220,820,137 Elixinol Wellness Limited Appendix 4E Preliminary final report 4. Control gained over entities Not applicable. 5. Loss of control over entities Not applicable. 6. Dividends Current period There were no dividends paid, recommended or declared during the current financial period. Previous period There were no dividends paid, recommended or declared during the previous financial period. 7. Dividend reinvestment plans Not applicable. 8. Details of associates and joint venture entities Not applicable. 9. Foreign entities Details of origin of accounting standards used in compiling the report: Not applicable. 10. Audit qualification or review Details of audit/review dispute or qualification (if any): The financial statements have been audited and an unmodified opinion has been issued. 11. Attachments Details of attachments (if any): The Annual Report of Elixinol Wellness Limited for the year ended 31 December 2025 is attached. 12. Signed Authorised for release by the Board of Directors Gavin Evans Independent Non-Executive Director and Chair 27 February 2026 Elixinol Wellness Limited ABN 34 621 479 794 Annual Report - 31 December 2025 1 A Sustainable Nutrition Company We create clean & healthy products and ingredients that improve our customers’ lives. Elixinol Wellness Limited (ASX: EXL) is a leading global health and wellness company, innovating, marketing, and selling hemp and other nutraceutical products. In Australia and the USA, Elixinol Wellness operates a vertically integrated business producing, manufacturing, and distributingSyntax Warning: Bad annotation destination a range of complementary products across key verticals – including nutrition, wellness and superfood ingredients. These products are sold under brands including Hemp Foods Australia, The Healthy Chef, Mt Elephant and The Australian Superfood Co, through grocery, wholesale, and e-commerce channels. Elixinol USA sells high quality Elixinol branded hemp and nutraceutical products. To find out more, please visit www.elixinolwellness.com or the Elixinol Wellness Investor Hub https://investorhub.elixinolwellness.com Elixinol Wellness Limited Contents 31 December 2025 2 Chairman's report cover 3 Chairman's report 4 Directors report cover 7 Directors' report 8 Auditor's independence declaration 27 Consolidated statement of profit or loss and other comprehensive income 28 Consolidated statement of financial position 29 Consolidated statement of changes in equity 30 Consolidated statement of cash flows 31 Notes to the consolidated financial statements 32 Note 1. General information 32 Note 2. Material accounting policy information 32 Note 3. Critical accounting judgements, estimates and assumptions 41 Note 4. Operating segments 41 Note 5. Revenue 45 Note 6. Other income 46 Note 7. Expenses 46 Note 8. Income tax 48 Note 9. Cash and cash equivalents 49 Note 10. Trade and other receivables 50 Note 11. Inventories 51 Note 12. Prepayments and other assets 51 Note 13. Property, plant and equipment 52 Note 14. Right-of-use assets 53 Note 15. Intangibles 54 Note 16. Trade and other payables 56 Note 17. Borrowings 56 Note 18. Lease liabilities 57 Note 19. Contingent consideration 57 Note 20. Issued capital 58 Note 21. Reserves 60 Note 22. Dividends 60 Note 23. Financial instruments 60 Note 24. Fair value measurement 63 Note 25. Remuneration of auditors 65 Note 26. Contingent liabilities 65 Note 27. Commitments 65 Note 28. Key management personnel disclosures 66 Note 29. Related party transactions 66 Note 30. Parent entity information 67 Note 31. Business combinations 68 Note 32. Interests in subsidiaries 69 Note 33. Deed of cross guarantee 69 Note 34. Cash flow information 70 Note 35. Earnings per share 71 Note 36. Share-based payments 71 Note 37. Events after the reporting period 73 Consolidated entity disclosure statement 74 Directors' declaration 75 Independent auditor's report to the members of Elixinol Wellness Limited 76 Shareholder information 80 Corporate directory 82 3 Chairman's Report “Elixinol Wellness is building a leadership position as a trusted supplier in the health & wellness segment, and we are excited about opportunities for both organic and inorganic growth moving forward.” Elixinol Wellness Limited Chairman's report 31 December 2025 4 Dear Shareholders On behalf of Elixinol Wellness Ltd, I am pleased to present the Chairman’s Report for the year ending 31 December 2025. I was appointed Chairman of Elixinol Wellness on 2 December 2025 at a pivotal time for the Company, having advised the business and supported its capital raise through the second half of 2025. The Board and management had already commenced an important reset of the business, and I was able to assist in accelerating and successfully executing that reset. This was achieved by responding to a challenging operating environment with decisive action to stabilise performance, restore financial discipline and reposition the Group for sustainable growth. Since my appointment, I have worked closely with the Board and management to review strategy, capital allocation and operational execution. It has been clear that while the Company faced significant headwinds, it also possessed valuable brands, strong consumer demand in high-growth wellness categories, and a substantial opportunity to rebuild profitability through sharper focus, cost discipline and innovation. The past year has therefore been one of transformation, moving from survival to stability, and now toward scalable growth. The actions taken in the second half of FY25 have laid the foundation for a more resilient, higher-margin and more predictable business, positioning Elixinol to create long-term value for shareholders. Transformational Progress FY25 marked a transformational year for Elixinol Wellness as the Group completed a deliberate reset of its operating model, sharpened its strategic focus, and laid the foundations for sustainable profitability. We now operate a more disciplined, capital-efficient and diversified business across Australia and the United States, spanning nutrition, wellness, superfood ingredients and hemp-based nutraceuticals. The Group made substantial progress in repositioning itself toward higher-margin categories and channels. Our e-commerce platform, led by The Healthy Chef, delivered strong growth, supported by product innovation in high-demand wellness and protein categories. At the same time, Elixinol re-established its position as a trusted supplier of hemp products to major Australian retailers, reinforcing the strength and credibility of our brands in regulated markets. This strategic repositioning was supported by a comprehensive reduction in our cost base. Operating expenses were reduced by approximately 30% in Q4 FY25 compared to the prior corresponding period, creating a structurally leaner organisation with a materially lower cash burn. As a result, the business delivered underlying operating cash flow positive for the quarter — an important milestone in the Company’s return to financial sustainability. The outcome is a streamlined and focused Group with improved margins, a lower cost base, and a clear path to profitability. Revising The Healthy Chef Terms strengthens our position In December 2025, we were able to agree revised terms with the Vendors of The Healthy Chef (THC). These amended acquisition terms were negotiated following the withdrawal of its former US distribution partner. The revised structure strengthens the Company’s balance sheet, supports cash flow and enables sharper capital allocation to markets with the strongest return potential. At acquisition in October 2024, The Healthy Chef had a US distribution agreement that included contracted minimum revenues. Following the partner’s decision to exit the agreement, the expected contribution from the US market fell away. Elixinol has worked closely with the sellers, who remain committed shareholders, to reshape the earn-out to reflect these changed conditions. The sellers have agreed to reduce future earnout payments by A$1 million. The revised terms materially reduce future liabilities, enhance liquidity and position Elixinol to invest in initiatives with higher certainty and stronger margin profiles. What is really encouraging for me as Chair, is that having worked through that negotiation with the sellers, we move forward with a really strong relationship. We have shared enthusiasm and aligned financial interests in growing the THC brand profitably in future years. As noted in this report and our recent Investor Presentations, The Healthy Chef is a key driver of our growth and margin enhancement strategy. Partnerships and Major Milestones During FY25, Elixinol strengthened its position with key retail and strategic partners. In Australia, we re-established our leadership as a trusted hemp supplier, with improved retail distribution and a simplified SKU strategy designed to improve sell-through and margins. Elixinol Wellness Limited Chairman's report 31 December 2025 5 A major highlight was the deepening of our partnership with Coles through Mt. Elephant. Innovation developed in collaboration includes world-first sustainable packaging formats and cross-category product collaborations — has validated the strength of our brands and our ability to drive growth for retailers in a more competitive retail environment. This innovation will be seen on shelves in the 1st half of 2026. The Healthy Chef continued to emerge as a category innovator, particularly in functional protein water — the fastest-growing segment of the protein market. With three premium functional protein water products now in market, The Healthy Chef is well positioned at the intersection of hydration, protein and wellness, capturing consumers seeking lighter, cleaner and more convenient nutrition. We also launched Metabolic Burn, targeting the growing metabolic health market. With around 400,000 to 500,000 Australians currently using GLP-1 medications — and many more actively seeking alternatives — Metabolic Burn provides a TGA-regulated, clinically informed bridge for consumers before, instead of, or alongside pharmaceutical solutions. This positions Elixinol at the forefront of a rapidly expanding wellness segment. Financial Performance and Capital Raising Elixinol delivered improved underlying financial performance in FY25, underpinned by revenue growth, margin improvement and significant cost reductions. Fourth quarter FY25 revenue was $4.1 million, representing a 9.5% increase on the prior quarter, reflecting both seasonal strength and improved execution. For the full year, revenue reached $15.5 million, up 3.6% year-on-year. Importantly, gross margins improved due to a deliberate shift toward higher-margin products and channels, particularly e-commerce and premium functional nutrition. The Healthy Chef e-commerce sales grew 42% in Q4 FY25 compared to Q4 FY24, demonstrating the success of our focus on digital, direct-to-consumer channels. The Company also completed a $1.5 million debt and equity raise in Half 1 and a two-tranche capital raise totalling $2.5 million in Half 2, strengthening the balance sheet and providing the financial flexibility required to execute our growth strategy. Combined with a significantly reduced operating cost base and positive underlying operating cash flow in the final quarter, the Group enters FY26 with a far stronger financial footing than in prior years. It is important to note, that while the reported cost base and loss for FY25 increased, a significant factor in that was the additional costs required to effectively integrate the previous Ananda acquisition, as well as the more recent, The Healthy Chef business. Streamlining those operations, closing facilities and reducing duplicate staff was the right approach to build a sustainable platform for growth. That is why we are confident that the underlying financial performance improved throughout FY25. This is evident in the Q4 result. Leadership Changes During FY25 the Board oversaw important leadership changes designed to support the Company’s next phase of growth. The new executive team brings deep industry experience, brand building and financial discipline, strengthening our ability to execute against strategy and drive shareholder value. The leadership team is aligned around a clear set of priorities: disciplined capital allocation, profitable growth, stronger brand execution and a relentless focus on shareholder returns. This renewed leadership capability is already reflected in the operational improvements and cultural reset achieved during the year. Plans for 2026 and Beyond Looking ahead, the Board is confident that Elixinol is positioned to deliver sustainable growth and improved profitability in FY26 and beyond. Our immediate priorities are to maintain a structurally lower operating cost base, drive operational efficiency, and continue to improve gross margins. This will create the financial capacity to invest in growth initiatives across our strongest categories. We will build on our category leadership in functional nutrition, protein and metabolic health, leveraging consumer demand for better- for-you, science-backed and convenient wellness solutions. The Healthy Chef and Mt. Elephant will remain the core pillars of growth as will re-establishing our position as the major supplier of B2B Hemp products. This progress will be supported by innovation, stronger retail partnerships and continued e-commerce expansion. Elixinol Wellness Limited Chairman's report 31 December 2025 6 In parallel, the Company will actively assess value-accretive M&A opportunities that can scale the business, broaden distribution or add complementary product capabilities, while maintaining a disciplined approach to capital deployment. Our vision is to build a portfolio of premium branded health food assets, with Australian manufacturing capabilities and global growth potential. FY25 represented a turning point for Elixinol Wellness. The Group has transitioned from a capital-intensive, fragmented model to a focused, margin-led and cash-disciplined business. Revenue growth, margin improvement, a significantly reduced cost base and positive underlying cash flow in Q4 demonstrate that the transformation is delivering tangible results. We need to continue that disciplined cost management and margin focus as we move through 2026. With strong brands, differentiated products, deepening retail partnerships and a strengthened balance sheet, Elixinol enters FY26 with momentum and a clear strategic direction. The Board remains confident in management’s ability to execute the next phase of profitable growth and to deliver long-term value for shareholders. Gavin Evans Non-Executive Chairman 7 Director's Report 2025 at a Glance Revenue $15.5 million Cash $1.4 million Business Positioned to expand following revenue growth and gross margin improvement on a structurally lower cost base. Elixinol Wellness Limited Directors' report 31 December 2025 8 The Directors of Elixinol Wellness Limited ('Elixinol Wellness' or the 'Company') present this report, together with the financial statements of the Company and its controlled entities ('Consolidated Entity' or 'Group') for the year ended 31 December 2025 ('FY25'). Directors The Directors of the Company at any time during the year and until the date of this report are: Mr Gavin Evans, B.Com. Independent Non-Executive Chair Appointed 02 December 2025 Mr Gavin Evans is an international business leader with extensive experience across nutrition, wellness, FMCG and high-growth consumer brands. He has a strong track record in building and scaling “better-for-you” platforms, combining strategic clarity with disciplined execution across complex supply chains and competitive retail environments. As Founder of Openway Food Co, he built the business into a leading better-for-you food platform, guiding it through scale-up acquisitions, expansion into Asian markets, value-creation initiatives and B Corp certification. He has been a proven architect of vertically integrated, category-leading business models, with deep experience in growth execution, brand building and operational transformation. Earlier in his career, Mr Evans held senior roles in investment banking and capital markets, bringing significant expertise in strategy, M&A, governance and capital management. He maintains strong industry relationships across the supply chain, retail, distribution and investment sectors, supporting sustainable growth and long-term value creation in food and wellness businesses. Mr Evans holds a Bachelor of Commerce from the University of Melbourne. Mr Evans held no other Australian public company directorships in the last three years. Special responsibilities: Chair of Remuneration and Nomination Committee and Member of Audit and Risk Committee. Ms Pauline Gately, GAICD, BA Hons Economics, Graduate Diploma in Law and Financial Study. Independent Non-Executive Director Appointed 17 August 2023 Ms Gately is an experienced director who brings a sharp commercial focus to strategy with demonstrated success in funding, business development, and strategic transformation having led companies through IPO, business recalibration and mergers and acquisitions. Her Board contributions are also underpinned by senior roles in international investment banking across the Asia Pacific region. Ms Gately is currently Non-executive Chair of Kalgoorlie Gold Mining Ltd (ASX: KAL) and a Non-Executive Director of Pioneer Credit Ltd (ASX:PNC). Former listed company directorships (last 3 years): Ardiden Ltd (ASX: ADV). Pauline is a Graduate and Member of the Australian Institute of Company Directors (GAICD) and holds a BA Hons Economics and Graduate Diploma in Law and Financial Study. Special responsibilities: Chair of Audit and Risk Committee and Member of Remuneration and Nomination Committee. Natalie Butler, B.Bus. Executive Director and CEO Appointed Director 28 March 2024, CEO 19 June 2025 Ms Butler brings over a decade of strategic leadership to the table, boasting a proven history of catalysing growth and innovation on both local and global brands. Having previously worked closely with The Sustainable Nutrition Group, Natalie is uniquely positioned to spearhead future growth opportunities for the Group. As General Manager of Tom Organic, Natalie was instrumental in steering the company to success and directing major global initiatives with renowned brands within the L'Oréal Group. Her journey underscores her ability to foster connections, drive results and embrace diverse challenges in dynamic environments. Natalie holds a Bachelor of Business and held no other Australian public company directorships in the last three years. Elixinol Wellness Limited Directors' report 31 December 2025 9 David Fenlon Independent Non-Executive Chair Appointed 30 September 2023 Independent Non-Executive Director (March 2022 to 29 September 2023) Resigned 02 December 2025 Company secretary Ms Melanie Leydin Company Secretary Appointed 1 July 2024. Ms Leydin has over 27 years' experience in the accounting profession and over 15 years' experience as a Company Secretary for ASX listed companies. Ms Leydin is a Chartered Accountant and a Registered Company Auditor. Her experience in public company responsibilities includes ASX and ASIC compliance, control and implementation of corporate governance, statutory financial reporting, reorganisation of companies and shareholder relations. Ms Leydin holds a B.Bus (Acc. Corp Law), CA, FGIA. Directors meetings The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held during the year and the number of meetings attended by each Director were as follows: Directors meetings Audit and Risk Committee Remuneration and Nomination Committee Meetings eligible to attend Meetings attended Meetings eligible to attend Meetings attended Meetings eligible to attend Meetings attended Gavin Evans 1 1 - - - - Pauline Gately 12 12 3 3 1 1 Natalie Butler 12 12 3 3 1 1 David Fenlon 11 11 3 3 1 1 Committees of the Board The Company has established the following committees of the Board, with membership in the year to 31 December 2025 as noted: Committee Membership Audit & Risk Pauline Gately (Chair), Gavin Evans, Natalie Butler Remuneration & Nomination Gavin Evans (Chair), Pauline Gately, Natalie Butler Principal activities The principal activities of the Company during the year comprised the development, sourcing, manufacture and supply of a range of complementary products for health-conscious consumers across four verticals: human nutrition, human wellness, pet wellness and superfood ingredients. Australia Elixinol's Australian operations encompass a vertically integrated business that produces, manufactures, and distributes a range of highly complementary products for health-conscious consumers across four verticals – human nutrition, human wellness, pet wellness and superfood ingredients. These products are sold under brands including Hemp Foods Australia, Mt Elephant, The Healthy Chef, Soul Foods, Ananda Equine, and Field Day, and are distributed through grocery, wholesale, and e-commerce channels. The Australian Superfood Co also supplies Australian native ingredients to white label customers as well as food, beverage, and beauty manufacturers while Australian Primary Hemp delivers quality hemp ingredients across white label customers and other manufacturers. Elixinol Americas Established in 2014, Elixinol Americas is based in the United States and specialises in marketing and distributing products made from premium quality, predominantly 'whole plant' full spectrum CBD. During FY25, the Company operated exclusively as an e-commerce business. Elixinol Wellness Limited Directors' report 31 December 2025 10 Results and Dividends The net loss after tax of the Group for the year ended 31 December 2025 was $5,500,000. No dividends were paid, recommended or declared during the year ended 31 December 2025. Strategic Evolution The Group also continued its strategic evolution from a US-focused CBD business, during the early growth phase of that category, into a predominantly Australian health and wellness company. Today, the business operates primarily from Geelong and Melbourne, with a stronger focus on Australian brands and consumers. This repositioning reflects both regulatory realities and the opportunity within the domestic health and wellness market. Capital Raising Activities During 2025, Elixinol strengthened its balance sheet through a $1.5 m combined debt and equity raise and a subsequent two-tranche capital raise totaling $2.5 m supported by existing shareholders and a number of new investors. The additional capital has enhanced financial flexibility and supported the Group’s operational reset and integration activities. Review of Operations 2025 ('FY25') was a year of significant structural change for Elixinol Wellness Limited ('Elixinol' or 'the Group'). Following two acquisitions in 2024 (Ananda Foods and The Healthy Chef), the primary focus in 2025 shifted to resetting the Group’s operating structure and restoring margin quality. The year was largely dedicated to right-sizing the organisation, simplifying operations and reducing the cost base after a period of rapid expansion. These actions were necessary to align the business with its current revenue profile and strategic direction. Operational Reset and Cost Restructuring In the first quarter of 2025, the Group continued to operate Ananda’s Newcastle manufacturing facility. During the year, operations were consolidated and the site was closed. This resulted in significant one-off costs associated with decommissioning, asset write-downs and redundancies. While these costs impacted statutory performance in the short term, the closure materially reduced ongoing fixed costs and simplifies the operating footprint. Margins during H1 2025 were also affected by sharp increases in key ingredient costs, particularly chocolate, coconut and almonds, core inputs for the Mt Elephant product range. In addition, a batch of hemp sourced from a new grower required extensive cleaning and additional processing, resulting in materially higher costs than originally anticipated. In response, the Group strengthened supplier selection processes, tightened quality control protocols and renegotiated procurement arrangements. These changes are expected to reduce volatility in input costs going forward and provide greater margin stability. Leadership Transition and Portfolio Rationalisation 2025 also involved a significant leadership transition. Over the course of the year, both the management team and Board were progressively refreshed, culminating in the establishment of a new leadership team with skills aligned to the Group’s current strategy and scale. This transition occurred against the backdrop of a challenging Australian retail environment. Ongoing cost-of-living pressures and cautious consumer spending weighed on category growth, while major retailers implemented range rationalisation programs across supermarket channels. Key brand & product Achievements 2025 was a year of reset. Following a merger, two acquisitions, and the associated cost expansion, the focus shifted to rebuilding a sustainable cost base and improving margin quality. While retail market conditions were challenging, the business exited the year in a stronger operational and financial position, setting up improved profitability in 2026. The Healthy Chef Innovation and marketing investment remained concentrated on The Healthy Chef, which delivered strong growth throughout the year. The brand’s predominantly ecommerce model and high-margin profile helped underpin group performance during a difficult retail environment. Elixinol Wellness Limited Directors' report 31 December 2025 11 Six new products launched in 2025: ● 1 Menopause-focused product ● 3 Protein Waters ● 2 limited-edition Salted Caramel protein powders Healthy Chef continues to demonstrate strong momentum, supported by consistent marketing, innovation-led growth, and a highly engaged customer base. Hemp Foods Australia Elixinol’s flagship brand, Hemp Foods Australia was relatively flat in 2025 compared to 2024. This result was encouraging given the prior year benefited from an unusually large innovation pipeline and the presence of Hemp Gold Protein in Costco, which inflated comparative growth. Despite flat revenue, margins improved over the quarters as the brand refocused on higher-margin products and channels. This strategic shift strengthened the quality of earnings and positions the brand well for future growth. Elixinol USA Sales in 2025 were subdued as the US CBD category faced some headwinds. Elixinol used this time to reset the brand direction and strategy for growth for 2026. During the year, significant groundwork was completed, including a full brand refresh and the development of new products. Implementation was deliberately paused while greater clarity on regulatory and market conditions was sought. Strategic options, including divestment and reinvestment for growth, were actively assessed, with major decisions placed on hold pending improved visibility. With increasing confidence across the US CBD sector that legislative updates are approaching, the business has now moved forward with the rebrand. Rollout is scheduled for Q1, alongside the first wave of new innovation, positioning Elixinol USA to respond quickly as market conditions stabilise. Contract Manufacturing and Bulk Ingredients In 2025, some hemp-related contracts were reduced and two key customers discontinued SKUs containing superfood ingredients. This contraction has since reversed. Expanded supply contracts have been secured for 2026, returning hemp to a growth trajectory. In parallel, new opportunities are progressing across the Australian Superfood Co portfolio, providing additional growth avenues. Mt Elephant As a purely grocery retail brand, Mt Elephant was most impacted by supermarket rationalisation of smaller brands. At the end of 2025 the brand exited Woolworths with the focus for 2026 being exclusively on Coles. While this creates a short-term revenue impact, it simplifies the growth strategy and allows the brand to concentrate its highly loyal customer base within one retai