Financial Analysis

10. Commitments a. Leases and deferred rent The Company accounts for leases under ASC 842, Leases . The Company leases office and warehouse spaces under a cancelable operating lease agreement with contractual terms from August 1, 2023 to July 31, 2026 from a third-party entity that is considered a related party due to mutual directorship with a member of the Companys Board. The Company is required to pay property taxes, insurance, and normal maintenance costs for certain of these facilities and will be required to pay any increases over the base year of these expenses on the remainder of the Companys facilities. Management believes the terms of the lease are consistent with market rates and were entered into at arms length. Operating lease right-of-use (ROU) assets and corresponding lease liabilities are recognized on the consolidated balance sheet at the commencement date based on the present value of future lease payments. The Company uses its incremental borrowing rate to discount lease payments, as the implicit rate is not readily determinable. Lease expense is recognized on a straight-line basis over the lease term. Short-term leases (terms of 12 months or less) are not capitalized and are expensed as incurred. Lease payments in respect of the operating lease liability for the period ended May 31, 2026 was $8,829 compared to $8,014 for the period ended May 31, 2025. Lease cost associated with operating leases is charged to general and administrative expenses in our conso …

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8. Loans Payable a. Loans from related parties May 31 2026 (unaudited) $ Feb 28 2026 $ Minoan Medical Proprietary Limited Opening balance 187 940,001 Interest 58,731 Received/Issued 620,202 Repayments ( 1,661,932 ) Foreign exchange difference 43,185 Closing balance 187 187 Minoan Capital Proprietary Limited Opening balance 314 276 Foreign exchange difference ( 7 ) 38 Closing balance 307 314 Total debt 494 501 Minoan Medical Proprietary Limited: Loans payable include an unsecured loan of $187 from Minoan Medical, the prior parent entity of DISA Medinotec in South Africa. This loan was initially obtained to support the working capital and capital expenditure expansions of DISA Medinotec during its developmental and startup phases. Following the acquisition of DISA Medinotec on March 2, 2022, the Company assumed this liability. Under the terms of the loan agreement, the loan was repayable within three years following the occurrence of an initial public offering, defined in the agreement as the point at which the business had achieved sufficient growth to list on a national exchange. During this period, the loan accrued interest at the prevailing South African prime lending rate. At August 31, 2025 the date at which the substantial majority of the loan was settled, the South African prime lending rate was 10.50% . Management believes the terms of the loan were market-related. During the fiscal year ended February 28, 2026, substantially all amounts previously reflected in loans p …

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12. Income taxes For the three months ended May 31, 2026 and 2025, our income tax provision was a benefit of $13,515 and an expense of $148,988 , respectively. The effective tax rate for the three months ended May 31, 2026 and 2025 was approximately ( 6 )% and 57% , respectively. Income tax expense or benefit for interim periods is determined using managements estimate of the annual effective tax rate expected to apply for the full fiscal year, adjusted for discrete items recognized in the period, where applicable. The effective tax rate may differ from the U.S. statutory federal income tax rate of 21% due to several factors, including the geographic mix of income and losses, foreign tax rate differentials, permanent differences, including GILTI, temporary differences, changes in valuation allowances, and changes in applicable tax laws. The effective tax rate for the three months ended May 31, 2026 differed from the U.S. statutory federal income tax rate primarily due to the geographic mix of taxable income and losses, foreign tax rate differentials, permanent differences, including GILTI, the impact of valuation allowances on deferred tax assets, and the recognition of a deferred income tax benefit during the period. Although the Company reported consolidated income before income taxes for the three months ended May 31, 2026, no current income tax expense was recorded for the period. Current income tax is determined based on the taxable income or loss of each taxable entity …

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w. Recently issued accounting standards In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . The guidance requires additional disclosures intended to improve transparency regarding the nature of expenses included in certain income statement captions. For public business entities, the guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect that adoption of this guidance will have on its consolidated financial statement disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which enhances reportable segment disclosure requirements, primarily through expanded disclosures regarding significant segment expenses. The Company adopted this guidance during the year ended February 28, 2026. Adoption did not have a material effect on the Companys consolidated financial statements, but did affect certain segment disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which enhances the transparency and usefulness of income tax disclosures, …

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13. Transactions with related parties Name Relationship with the Medinotec Group of Companies Related transactions with the Medinotec Group of Companies Related Directors with the Medinotec Group of Companies Related Owners with the Medinotec Group of Companies Amounts for the three months ending May 31, 2026 Minoan Medical Proprietary Limited Medical investment company controlled by Dr Gregory Vizirgianakis Related Party Loan Dr Gregory Vizirgianakis Dr Gregory Vizirgianakis is the ultimate beneficial owner Loan payable - $187 Account payable - $40,000 Minoan Capital Proprietary Limited Property investment company controlled by Dr Gregory Vizirgianakis Related party loan Rental Expenses Dr Gregory Vizirgianakis is the ultimate beneficial owner Dr Gregory Vizirgianakis is the ultimate beneficial owner Loan payable- $307 Lease liability - $5,929 Short term rental expense - $8,127 Medinotec Capital Proprietary Limited The African holding company of the Medinotec Group of Companies Related party loan payable to Minoan Capital Dr Gregory Vizirgianakis Pieter van Niekerk Medinotec Incorporated in Nevada is the 100% ultimate parent entity n/a DISA Medinotec Proprietary Limited The African operating and manufacturing company Related party loan with Minoan Medical Dr Gregory Vizirgianakis Pieter van Niekerk Medinotec Incorporated in Nevada is the 100% ultimate parent entity n/a Medinotec Incorporated Nevada Ultimate parent of Medinotec Capital and DISA Medinotec All of the above for …

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"2. Significant Accounting Policies a. Nature of business/basis of preparation Basis of presentation The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. Emerging Growth Company (EGC) status The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. b. Foreign currency translation i. Translation of foreign subsidiary The accounts of the foreign subsidiaries are translated into U.S. dollars. Assets and liabilities are translated at period-end exchange rates and income and expense accounts are translated at average exchange rates in effect during the financial period. Translation adjustments resulting from fluctuations in the exchange rates are recorded in accumulated other comprehensive inco …

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11. Stockholders equity a. Authorized and issued stock by period Authorized: As of May 31, 2026 the Company had 188,244,452 shares of common stock authorized and available to issue for purposes of satisfying conversion of preferred stock, the exercise and future grant of common stock options, and for purposes of any future business acquisitions and transactions. As of May 31, 2026, Medinotec Inc., the parent Company had 20,000,000 shares of preferred stock authorized and available to issue. This has remained unchanged from the previous financial year ending February 28, 2026. Issued and outstanding shares: 11. Stockholders Equity - Issued and Outstanding Shares May 31 2026 Feb 28 2026 Common shares 11,755,548 11,733,750 Stock issued 21,798 Total 11,755,548 11,755,548 Share capital: May 31 2026 $ Feb 28 2026 $ Common shares 11,756 11,734 Stock issued 22 Total 11,756 11,756 …

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14 . Subsequent events Management has evaluated subsequent events through July 15, 2026, the date the consolidated financial statements were issued, and has determined that there were no subsequent events requiring adjustment to or disclosure in the consolidated financial statements.

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