Financial Analysis

NOTE 15. COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases various facilities and offices in the US and UK with varying lease terms. For the years ended June 30, 2026 and 2025, the combined operating lease costs of the Company totaled $ 0.4 million and $ 0.6 million, respectively, and are recorded in general and administrative expense in the Consolidated Statements of Operations. Future minimum consolidated lease payments for the Company are as follows (in thousands): SCHEDULE OF FUTURE MINIMUM CONSOLIDATED LEASE PAYMENTS Year Ended June 30, Lease Amount 2027 $ 330 2028 139 Total minimum lease payments 469 Less: present value discount (1 ) Total lease liabilities $ 468 The weighted average remaining lease term for the Companys operating leases was 1.3 years as of June 30, 2026 and a weighted-average discount rate of 6.0 % was used to determine the total operating lease liabilities. Other Agreements and Commitments Effective as of March 31, 2025, the Company determined to pause further development of its Fintech app for the U.S. market. As Marygold US built out its Fintech app, it entered into agreements with various service providers, some of which required long-term contracts. As of June 30, 2026, Marygold US has recorded payment commitments in accounts payable and accrued expenses totaling $ 0.7 million with some former primary service vendors not including an additional $ 0.2 million in unused service commitments. Similarly, effective June 30, 2026, the Co …

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NOTE 12. NOTE PAYABLE On September 19, 2024, we entered into a note purchase agreement the (Purchase Agreement) with Streeterville Capital, LLC (Holder), pursuant to which we agreed to issue and sell to Holder a secured promissory note in an initial principal amount of $ 4,380,000 (Initial Note) payable on or before 24 months from the issuance date (Maturity Date) and, upon the satisfaction of certain conditions in the Purchase Agreement, up to one additional secured promissory note (Subsequent Note, Initial Note and Subsequent Note collectively referred to as Notes). The initial principal amount of the Notes includes an original issue discount of 9 % and expenses that the Company agreed to pay to the Holder to cover the Holders transaction costs. The original issue discount of the Initial Note was $ 360,000 . Interest on the principal amount of the Notes accrues at a rate of 9 % per annum. The Company may pay all or any portion of the amount owed under the Notes earlier than it is due. All payments made under the Notes, including any repayments, are subject to an additional payment amount equal to 6 % of the portion of the outstanding balance being repaid. The Purchase Agreement contained certain covenants and agreements, including that we will not pledge or grant any lien or security interest in our or our subsidiaries assets without the Holders prior written consent and that we will file reports under the Securities Exchange Act timely, and that our shares will continue to …

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NOTE 14. INCOME TAXES The following table summarizes the loss from continuing operations before income taxes (in thousands): SUMMARY OF (LOSS) INCOME BEFORE INCOME TAXES 2026 2025 Year Ended June 30, 2026 2025 United States $ (773 ) $ (6,512 ) Foreign (4,032 ) (1,044 ) Loss from continuing operations before income taxes $ (4,805 ) $ (7,556 ) Income Tax Provision The composition of the benefit from income taxes consisted of the following (in thousands): SCHEDULE OF BENEFIT FROM (PROVISION FOR) INCOME TAXES 2026 2025 Year Ended June 30, 2026 2025 United States $ 291 $ 1,302 Foreign (14 ) 260 Total benefit from income taxes $ 277 $ 1,562 2026 2025 Year Ended June 30, 2026 2025 Current: Federal $ 17 $ (39 ) States (22 ) (16 ) Foreign (16 ) 7 Total current (21 ) (48 ) Deferred: Federal 330 1,356 States (34 ) 1 Foreign 2 253 Total deferred 298 1,610 Total benefit from income taxes $ 277 $ 1,562 Tax effects of temporary differences that give rise to significant portions of the Companys deferred tax assets for the years ended June 30, 2026 and 2025 are presented below (in thousands): SCHEDULE OF DEFERRED TAX ASSETS 2026 2025 June 30, 2026 2025 Deferred tax assets: Intangible assets - U.S. $ 740 $ 685 Net operating loss 2,662 2,222 Capital loss carryover 144 45 Accruals, reserves and other - U.S. and foreign 485 488 Gross deferred tax assets 4,031 3,440 Less: valuation allowance (432 ) - Total deferred tax assets $ 3,599 $ 3,440 Deferred tax liabilities: Intangible assets - foreign $ …

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Recent Accounting Pronouncements For the year ended June 30, 2026, the Company adopted Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09) on a prospective basis. This standard improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The adoption of this new standard did not have a material impact on our consolidated financial statements. For additional information, see Note 14. Income Taxes.

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NOTE 11. RELATED PARTY TRANSACTIONS USCF Investments - Related Party Transactions The funds managed by USCF LLC and USCF Advisers are considered related parties for financial accounting purposes. The Companys fund management revenue, totaling $ 21.1 million and $ 17.1 million for fiscal years 2026 and 2025, respectively, were earned from these related parties. Accounts receivable, totaling $ 2.7 million and $ 1.3 million as of June 30, 2026 and 2025, respectively, were owed from these related parties. USCF Investments, from time to time, provides initial seed capital investments in connection with the organization of ETP and ETF funds that USCF LLC manages. As of June 30, 2026 and June 30, 2025, the Company held a total of $ 1.3 million and $ 3.6 million, respectively, in funds managed by USCF Advisers which are included in investments on the consolidated balance sheets. The Company owns 16 % and 21 % of the outstanding shares of or other interest in these funds as of June 30, 2026 and 2025, respectively. Included in interest and dividend income on the consolidated statements of operations are $ 0.1 million and $ 1.0 million for fiscal 2026 and 2025, respectively, of dividends earned from these related party investments. During the year ended June 30, 2026, USCF reimbursed one of its funds that it manages $ 2.5 million due to a trading error which occurred in the execution of an oil futures trade. The reimbursement is reflected as a reduction in revenue on the Consolidated St …

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NOTE 16. SEGMENT REPORTING In its operation of the business, our chief operating decision maker (CODM), who is our Chief Executive Officer, reviews revenues and profits in assessing segment performance and deciding how to allocate resources. Our CODM does not evaluate operating expenses by segment. During the periods presented, the Company reported its financial performance based on the following segments. Segment Entities Location Description Fund Management USCF Investments, Inc. United States Manages, operates and is a commodity pool operator or an investment advisor to exchange traded funds organized as limited partnerships or investment trusts that issue shares which trade on the NYSE Arca stock exchange. Security Systems Brigadier Security Systems (2000) Ltd. Canada Sells and installs commercial and residential alarm monitoring systems. Beauty Products Kahnalytics, Inc. doing business as Original Sprout United States Engaged in the wholesale distribution of hair and skin care products on a global scale. Financial Services Marygold & Co.; Marygold & Co. Advisory Services, LLC; Marygold & Co. (UK) Limited, Marygold & Co. Limited and Step-By-Step Financial Planners Limited United States and United Kingdom Marygold & Co. developed a Fintech app that was launched in June 2023 in the US and in March 2025 in the UK; and Marygold UK through its subsidiaries is an asset manager and registered investment advisor in the UK. Corporate Headquarters The Marygold C …

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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Accounting Principles The Company has prepared the accompanying financial statements on a consolidated basis. In the opinion of management, the accompanying consolidated balance sheets and related consolidated statements of operations, comprehensive loss, stockholders equity, and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation, prepared on an accrual basis, in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). Principles of Consolidation The accompanying consolidated financial statements, which are referred herein as the Financial Statements, include the accounts of The Marygold Companies and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of the Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Foreign Currencies We record foreign currency translation adjustments and transaction gains and losses in accordance with Accounting Standards Codification (ASC) 830, For …

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NOTE 13. STOCKHOLDERS EQUITY Warrants to Purchase Common Stock In connection with the Companys underwritten public offering in fiscal 2022, the Company issued the underwriters warrants to purchase up to an aggregate of 82,500 shares of Common Stock as compensation for their services related to this issuance. The warrants may be exercised until March 14, 2027. The exercise price of each warrant is $ 2.40 per share. As of June 30, 2026, no warrants were exercised. Convertible Preferred Stock The Company has 50,000,000 shares authorized to issue as Preferred Stock. The Preferred Stock is designated into two series: 5,000,000 shares designated as Series A and 45,000,000 shares designated as Series B. As of June 30, 2025 there are no issued or outstanding shares of Series A stock. Each issued Series B Convertible Preferred Stock is convertible into 20 shares of common stock and carries a vote of 20 shares of common stock in all matters brought before the shareholders for a vote. During fiscal year 2025, 36,058 shares of Series B Preferred Stock were converted into 721,160 shares of common stock. There are 13,302 shares of Series B Convertible Preferred Stock outstanding as of June 30, 2026 and 2025, respectively. Stock-based Compensation In 2021, the Company adopted the 2021 Omnibus Equity Incentive Plan (Equity Plan) which provides for the grant of stock-based awards, including stock options, restricted stock awards (RSAs) and restricted stock units (RSUs), to employees and non-e …

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NOTE 17. SUBSEQUENT EVENTS The Company has evaluated subsequent events through September 18, 2026, the date the financial statements were issued, and determined that there were no subsequent events that require recognition or disclosure.

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