Annual Reports And Related Documents

Annual Report 2021

CONTENTS

Corporate Profile	1
Chairman and CEO Statement	2
Board of Directors	3
Executive Officer	5
Corporate Structure	6
Operations and Financial Review	7
Corporate Information	10
Corporate Governance Report	11
Additional Information on Directors Seeking Re-election	36
Sustainability Report	43
Directors' Statement	58
Independent Auditors' Report	62
Consolidated Statement of Profit or Loss and Other Comprehensive	66
Income for theFinancial Year Ended 31 July 2021
Statementsof Financial Position as at 31 July 2021	67
Statement of Changes in Equity for the Financial Year Ended 31 July 2021	68
Consolidated Statement of Cash Flows for the Financial Year Ended	70
31 July 2021
Notes to the Financial Statements	72
Statistics of Shareholdings	122
Statistics of Warrantholdings	124
Notice of Annual General Meeting	125
Proxy Form

This annual report has been reviewed by the Company's sponsor, SAC Capital Private Limited (the "Sponsor"). This annual report has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the SGX-ST assumes no responsibility for the contents of this annual report, including the correctness of any of the statements or opinions made, or reports contained in this annual report.

The contact person for the Sponsor is Ms Lee Khai Yinn, at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542, telephone [phone].

LifeBrandz

Annual Report 2021 1

CORPORATE PROFILE

LifeBrandz Ltd. ("LifeBrandz" or the "Company", and together with its subsidiaries, the "Group") was established in 2001 and has been listed in Singaporesince 2004. LifeBrandz is a brand development and management

Groupwith interests in sectors related to

lifestyleand entertainment,leveraging on its core competency to set up brands. Since the financialyear ended 31 July ("FY") 2006, LifeBrandz focused on developing thelifestyle business, catering to hip and trend-setting crowds in Singapore, quickly establishingitself amongst the most dynamic lifestyleplayers in both the country and the region.

Since FY2017,the Group initiated its transformation and diversificationinto comprehensive services and multi- faceted solutions- including, inter alia, brand development and management, travel, foodandbeverages("F&B") and trading.

In FY2021, LifeBrandz embarkedon corporate actions and successfully raised funds to strengthen its financial position,enabling LifeBrandz to search for and

to evaluate potential deals that will generate revenue and growth to provide

a viable and sustainable business for theGroup.

LifeBrandz

2 Annual Report 2021

CHAIRMAN AND CEO STATEMENT

DEAR SHAREHOLDERS,

The financial year ended 31 July 2021 ("FY2021") was an eventful year for LifeBrandz Ltd. ("LifeBrandz" or the "Company", and together with its subsidiaries, the "Group"), as the Group performed a strategic review in December 2020 and subsequently carried it out by disposing and/or ceasing a number of underperforming entities/businesses within its business portfolio in February 2021.

Thereafter, efforts were made to streamline and strengthen internal processes and its existing operations. The current operation of the Group is the Mulligan's Irish Pub in Pattaya, Thailand. The restructuring of non-performing entities/businesses and the above efforts taken, coupled with cost management, has enabled the Group to post a profit before tax of S$0.7 million for FY2021, as compared to a loss of S$2.8 million in FY2020 (excluding discontinued operations).

Healthy Balance Sheet

In FY2021, the Company completed two placement exercises, one in December 2020 and another in March 2021, raising gross proceeds of S$0.45 million and S$1.53 million respectively. The Company also completed a rights cum warrants issue exercise in end June 2021 and successfully raised the maximum gross proceeds of S$5.15 million. In total, the Company raised net proceeds of S$6.88 million in FY2021 (after netting off share issuance expenses of S$0.25 million), which together with the restructuring of certain debts and the abovementioned efforts, helped turn around its net liability position of S$7.7 million as at 31 July 2020 to a net asset position of S$3.6 million as at 31 July 2021. Further, the improved balance sheet is mainly backed by cash.

With a healthier balance sheet, it can also facilitate discussions with potential business

partners as we explore opportunities within our current scope of business as well as new opportunities.

Outlook and Strategies

During the past 22 months, the COVID-19 pandemic has affected many economies and businesses around the world, even crippling some. However, as we see vaccination programmes worldwide being rolled out and gaining momentum, there appears to be light at the end of the tunnel. The gradual easing of restrictions has just begun, and with more countries opening and the resumption of air travel, it bodes well for the recovery of the global economy. There could be other risks arising from the geopolitical tensions, potential emergence of new variants and/or rising commodity prices. But if COVID-19 can be contained with the resumption of pre-COVID-19 lifestyles and regular activities, then we believe there are already reasons to be optimistic, albeit cautiously.

While the Group sets its sight on positioning LifeBrandz for the pending recovery and building sustainable businesses, we are conscious of its limited resources in its re-building strategy. Thus, in evaluating opportunities, we must not be overly aggressive and compulsive in committing the Group. We will continue to evaluate and assess opportunities carefully with a view of building long-term value to shareholders.

On behalf of the Group, I would like to thank our shareholders, fellow Board members, employees, and stakeholders for your continued support as we work towards rebuilding LifeBrandz.

LAM SIEW KEE

Executive Chairman & CEO

LifeBrandz

Annual Report 2021

3

BOARD OF DIRECTORS

LAM SIEW KEE

Executive Chairman / Chief Executive Officer

Appointed on 11 March 2021

Mr. Lam is our Executive Chairman and Chief Executive Officer, and is responsible for setting the strategic direction of our Group together with the Board. He oversees the overall management of our Group, including steering the business and operations for future growthandexpansion.Mr.Lamhasmorethan 18 years of corporate finance experience in advising both public and private companies in his previous employments, including UBS and PricewaterhouseCoopers Corporate Finance Pte. Ltd., where he was involved in initial public offerings, equity and debt fund raising exercises as well as divestments, merger and acquisition and corporate restructuring exercises. Mr. Lam graduated from the Nanyang Technological University with a Bachelor of Accountancy in 1992 and he is currently a member of the Institute of Singapore Chartered Accountants.

ANG PUAK HUEN

Executive Director / Chief Operating Officer

Appointed on 10 February 2021

Ms. Ang is our Executive Director and Chief Operating Officer, and is responsible for designing and implementing business strategies, plans and procedures of the Company. She oversees the day-today operations of the Company and participates in all business activities and corporate matters. Ms. Ang has more than 10 years' experience and exposure in project management, operational management and stakeholder management.

LIM YIT KEONG

Lead Independent Director

Appointed on 30 April 2019

Mr. Lim is the Chairman of the Audit Committee and is also a member of the Nominating and Remuneration Committees. Mr. Lim is currently an independent director of China Kunda Technology Holdings Limited and a management consultant with Capital Consulting Pte Ltd. He founded Capital Consulting Pte Ltd in 2000. He has over 35 years' of experience in finance with Global Knowledge Network Pte Ltd, KPMG, Dornier Asia Medical Systems Pte. Ltd., Bena Consultancy Services, Braun GmbH and Wearnes Technology Pte. Ltd., holding various senior financial positions. He is a Fellow Member of the Association of Chartered Certified Accountants (United Kingdom) and a member of the Institute of Singapore Chartered Accountants.

WANG XIAOLAN

Independent Director

Appointed on 10 February 2021

Ms. Wang is the Chairman of the Nominating Committee and is also a member of the Audit and Remuneration Committees. Ms. Wang is currently the Corporate Development Manager of Totm Technologies Limited who focuses on the corporate development of the company. Prior to this, Ms. Wang has wide exposure in operation, project management and human resource, with more than 10 years' experience in the telecommunication, and the oil and gas industries. Ms. Wang graduated with Bachelor of Science in Management with Accounting from Royal Holloway, University of London.