What changed in this filing

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Item 9A. Controls and Procedures

2026-05-28 compared with 2025-05-29 · 615 added, 700 removed, 1017 unchanged (56% of the section changed)

6 unchanged sentences

allow timely decisions regarding required disclosure.

Based on the evaluation performed as of

February 28, 2025, as a result of the material weaknesses in internal control over financial reporting that are described below in Management’s

Report on Internal Control Over Financial Reporting, our Chief Executive Officer and Chief Financial Officer determined that our disclosure

controls and procedures were not effective as of such date.

Based on the evaluation performed as of February 28, 2026, our

Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date.

Management’s Report on Internal Controls Over Financial

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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

In designing and evaluating the disclosure controls

and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable

and not absolute assurance of achieving the desired control objectives.

In reaching a reasonable level of assurance, management necessarily

was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In designing and evaluating the disclosure controls and procedures,

management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not

absolute assurance of achieving the desired control objectives.

In reaching a reasonable level of assurance, management necessarily was

required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In addition, the design

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in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by the SEC Rules 13a-15(b) and 15d-15(b),

we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer

and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the

end of the period covered by this report based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the foregoing, our principal executive officer and principal

financial officer concluded that our disclosure controls and procedures were not effective as of February 28, 2025, at the reasonable

assurance level due to the material weaknesses described below.

We do not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the year ended February 28, 2025.

Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency represented a material weakness.

We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.

Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency represented a material weakness.

Effective controls over the control environment were not maintained.

Specifically, a formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place.

Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures.

This has resulted in inconsistent practices and represented a material weakness.

Management is actively engaged in addressing the material

weaknesses in internal control over financial reporting identified as of February 28, 2025.

These weaknesses relate to the absence of

formal documentation of internal control procedures, limited segregation of duties within accounting functions, and an underdeveloped

control environment.

the Company’s size and structure present certain limitations, we recognize the importance of strengthening our internal controls

and have initiated steps to improve our control framework.

During the fiscal year ending February 28, 2026, we plan to:

Begin formal documentation

of key internal control processes and procedures, consistent with the COSO 2013 framework;

Enhance segregation of

duties within our finance function to the extent feasible, and implement additional review controls where full segregation is not

Adopt a formal Code of

Business Conduct and Ethics and communicate it throughout the organization;

Improve communication and

documentation of our accounting policies and procedures.

We have also engaged external consultants to assist

in evaluating and enhancing our internal control environment and to provide additional support during the remediation process.

These efforts are ongoing, and while the material

weaknesses had not been fully remediated as of February 28, 2025, we are committed to making meaningful progress in the coming year.

will continue to assess the effectiveness of these actions and report on our remediation progress in future filings.

Management assessed the effectiveness of the Company’s

internal control over financial reporting as of February 28, 2026 based on the criteria established in Internal Control—Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management

concluded that the Company’s internal control over financial reporting was effective as of February 28, 2026.

During fiscal 2026, management implemented and completed

the remediation of the material weaknesses previously identified as of February 28, 2025.

These remediation measures were implemented

systematically over the course of the fiscal year and were in place as of February 28, 2026.

Specifically, the Company formalized and

documented internal control procedures over material financial reporting cycles, enhanced segregation of duties within the finance function,

implemented additional review and approval controls, established a review and approval process over journal entries recorded in the accounting

records, strengthened controls over expenditures, outgoing payments and banking activities, and adopted a formal Code of Business Conduct

This annual report does not include an attestation

report of the Company’s independent registered public accounting firm regarding internal control over financial reporting because

such report is not required.

Changes in Internal Control Over Financial Reporting

has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d)

of the Exchange Act that occurred during our fourth quarter ended February

28, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except

for the planned remedial action toward the control deficiencies detailed above.

During the fiscal year ended February 28, 2026, there

were changes in the Company’s internal control over financial reporting that materially affected, or were reasonably likely to materially

affect, the Company’s internal control over financial reporting.

These changes included the completion of remediation measures related

to the material weaknesses previously identified as of February 28, 2025, including the formal documentation of internal control procedures

over material financial reporting cycles, enhancements to segregation of duties and review controls within the finance function, the establishment

of a review and approval process over journal entries recorded in the accounting records, strengthened controls over expenditures, outgoing

payments and banking activities, and the adoption of a formal Code of Business Conduct and Ethics.

Limitations on Effectiveness of Controls and Procedures

The effectiveness of any system of internal

control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing,

implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable,

not absolute assurances.

The effectiveness of any system of internal control

over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing,

operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

Accordingly, any system of

internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not

absolute assurances.

In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no

assurance that such improvements will be sufficient to provide us with effective internal control over financial reporting.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no assurance

that such improvements will be sufficient to provide us with effective internal control over financial reporting.

OTHER INFORMATION

On February 19, 2025, we held our 2024 Annual Meeting

of the shareholders, at which the shareholders voted on the matters disclosed in our Proxy Statement.

The final voting results for the

matters submitted to a vote of the shareholders were as follows:

1 - Election of Directors

Our shareholders elected the persons listed below

for a one-year term expiring at our 2025 Annual Meeting or until their respective successors are duly elected and qualified:

Gregory Vizirgianakis

Pieter van Niekerk

Vizirgianakis

Athanasios Spirakis

2 – Ratification of Independent

Registered Public Accounting Firm

Our shareholders ratified the appointment of Mercurius

& Associates LLP as our independent registered public accounting firm for fiscal 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Vizirgianakis has the

experience, qualifications, attributes and skills necessary to serve on the Board because of the fact that he held similar positions for

more than 10 years and his designation as a medical doctor, he is also a founding shareholder in the company and has a long-standing track

record in the industry.

experience, qualifications, attributes, and skills necessary to serve on the Board based on his experience in healthcare and medical device

businesses, his role as a founding shareholder, and his executive experience with the Company and related businesses.

Pieter van Niekerk

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van Niekerk has the experience,

qualifications, attributes and skills necessary to serve on the Board because of the fact that he held similar positions for more than

10 years and his designation as a chartered accountant, he is also a founding shareholder in the company and has a long-standing track

record in the industry.

qualifications, attributes, and skills necessary to serve on the Board based on his financial, accounting, and executive experience, his

role as a founding shareholder, and his experience with the Company and related businesses.

Vizirgianakis

Vizirgianakis is an investor and strategic

advisor to companies in the medical device field.

He currently serves on the Board of Directors at Tally Surgical, Inc., Theragenics

Corporation, Xtant Medical Holdings, Inc.

Vizirgianakis is an investor and

strategic advisor to companies in the medical device field.

He currently serves on the Board of Directors at Tally Surgical, Inc.,

Theragenics Corporation, Xtant Medical Holdings, Inc.

(NYSE American:

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(OTCQX:MDNC).

Vizirgianakis previously served

on the Board of Directors at Bioventus Inc.

Vizirgianakis

previously served on the Board of Directors at Bioventus Inc.

BVS) and Tenaxis Medical.

Vizirgianakis is the former Chief Executive Officer

of medical device company, Misonix, Inc., which he led from 2016 through the company’s acquisition by Bioventus Inc.

previously served as Managing Director of the Medical Devices business at Ascendis Health Limited (JSE:

Vizirgianakis is the former

Chief Executive Officer of medical device company, Misonix, Inc., which he led from 2016 through the company’s acquisition by

Bioventus Inc.

He previously served as Managing Director of the Medical Devices business at Ascendis Health Limited (JSE:

ASC) from 2014 to 2016.

Vizirgianakis

co-founded Surgical Innovations, one of the largest privately-owned medical device distributors in the African region, which later became

part of Ascendis Health Limited.

His career in the medical device industry also includes experience serving as Director of Sales for

sub-Saharan Africa at United States Surgical Corporation and as General Manager of South Africa at Tyco Healthcare.

Vizirgianakis

holds a degree in Commerce from the University of South Africa.

Vizirgianakis co-founded Surgical Innovations, one of the largest privately-owned medical device

distributors in the African region, which later became part of Ascendis Health Limited.

His career in the medical device industry

also includes experience serving as Director of Sales for sub-Saharan Africa at United States Surgical Corporation

and as General Manager of South Africa at Tyco Healthcare.

Vizirgianakis holds a degree in Commerce from the University of South Africa.

Aside from that provided above, Mr.

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At the 2025 annual meeting of the shareholders, our

shareholders did not ratify the appointment of BDO South Africa Inc.

as our independent registered public accounting firm for fiscal

Mercurius and Associates LLP was subsequently appointed as our independent registered public accounting firm.

shareholders ratified the appointment of Mercurius and Associates LLP as our independent registered public accounting firm for fiscal

year ended 2026.

EXECUTIVE COMPENSATION.

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Gregory Vizirgianakis

Peter van Niekerk

Pieter van Niekerk

Vizirgianakis

Non-executive director

* Compensation for fiscal 2026 consisted of indirect

executive compensation, as certain executive officers were not employed directly by the Company and the amounts disclosed relate to compensation

arrangements with their employing companies.

Narrative Disclosure to the Summary Compensation

The Company does not currently employ its executive

officers directly.

Instead, compensation for Dr.

Gregory Vizirgianakis (CEO) and Mr.

Pieter van Niekerk (CFO) is paid indirectly through

arrangements with their employing companies.

These indirect payments are reflected in the “All Other Compensation” column

Vizirgianakis (Chairman) also received indirect compensation in fiscal 2026 through a related entity.

Dwyer (non-executive director) received

stock awards in fiscal 2026 valued at $54,495 for services rendered.

Although we do not currently compensate our officers

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Peter van Niekerk

No stock options or other equity awards were outstanding for any named

executive officer or director as of February 28, 2026.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

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Related Owners with the Medinotec Group of Companies

for the 2025 fiscal year

Amount for the 2026 fiscal year

Minoan Medical Proprietary Limited

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Dr Gregory Vizirgianakis is the ultimate beneficial owner

payable - $940,001

Loan payable - $187

Management fee - $40,000

Account Payable balance - $40,000

Minoan Capital Proprietary Limited

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Lease liability - $14,905

Short-term rental expense - $23,712

Medinotec Capital Proprietary Limited

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No Related other Directorships in Medinotec Group of Companies

DISA Medinotec Propriety Limited

DISA Medinotec Proprietary Limited

leases commercial buildings from Minoan Capital Proprietary Limited (“Minoan Capital”).

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Gregory Vizirgianakis.

Set forth below is a table showing

the Consolidated entities’ rent paid for the year ended February 28, 2025, with Minoan Capital and the Melville, New York Office:

Set forth below is a table showing the

Consolidated entities’ operating lease payments for the year ended February 28, 2026, with Minoan Capital:

Lease payments

The Company incurs monthly rental charges

payable to Minoan Capital for the use of training centre facilities.

As no long-term fixed rental agreement exists and the arrangement

is invoiced monthly, the Company does not account for the arrangement as a lease.

Set forth below is a table showing the

Consolidated entities' rental expenses relating to the training centre facilities for the year ended February 28, 2026 and February 28,

2025 with Minoan Capital:

Rent is comparable to rent charged for

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over the base year of these expenses on the remainder of the Company’s facilities.

Loans payable includes an unsecured

loan of a $940,001 from the prior parent entity of DISA Medinotec in South Africa called Minoan Medical.

This loan originated

to fund working capital and capex expansions of DISA Medinotec during the developmental and startup phase.

After the acquisition of DISA

Medinotec on March 2, 2022, the Company assumed this liability.

The Company has a period of 3 years from the IPO date or from the date

at which the Company starts trading on a national exchange (as defined in Section 3(a)(1) of the Securities Exchange Act of 1934, as

amended), to repay the loan.

During these 3 years the loan will carry interest at the prevailing prime lending rate of the time.

The Minoan Medical loan decreased

by $829,687 during the year ended February 28, 2025.

The prevailing prime lending rate

on the quarter ending February 28, 2025 in South Africa is 11.00%.

The interest charged for the year was $141,748 and a 1% movement in

the interest rates constitutes a value of $12,886.

The interest rate chargeable is a guideline determined by the South African Reserve

Bank and gets utilized by financial institutions to determine the financial gain they may derive from a loan.

The Prime rate is therefore

an arm’s length transaction and justifiable rate that can be applied to a loan within the borders of the Republic of South Africa.

The Consolidated entities, particularly

Medinotec Inc.

have the option to settle earlier and settlement can be in cash or any form of equivalent.

Minoan Medical’s ultimate

beneficial owner is the CEO of the Medinotec Group of Companies Dr.

Gregory Vizirgianakis and is used to hold his investments of which

DISA Medinotec Proprietary Limited Incorporated was one before was got transferred into the Medinotec Group of Companies.

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 South African prime lending rate was 10.50%.

Management believes

the terms of the loan were market-related.

On August 31, 2025, DISA Medinotec, Minoan

Medical and DISA Life Sciences entered into a tripartite set-off and settlement agreement in terms of which DISA Life Sciences undertook

to settle the loan payable on behalf of DISA Medinotec.

In accordance with that agreement, DISA Medinotec’s trade receivable balance

with DISA Life Sciences was reduced by a corresponding amount.

During the fiscal year ended February 28,

2026, substantially all amounts previously reflected in loans payable were extinguished through the set-off arrangement described above

and related settlements.

As of February 28, 2026, loans payable to Minoan Medical were not material.

Minoan Medical’s ultimate beneficial

Gregory Vizirgianakis, Chief Executive Officer of the Medinotec group of companies.

Prior to the transfer of DISA Medinotec

into the Medinotec group structure, Minoan Medical held Dr.

Vizirgianakis’ medical investments and export interests, of which DISA

Medinotec was one.

There is also an unsecured, interest free

loan with no fixed terms of repayment from Minoan Capital.

Minoan Medical and Minoan Capital are related

parties of the Group as the CEO Dr Gregory Vizirgianakis has common control.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

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We have filed the exhibits listed on the accompanying

Exhibit Index of this registration statement and below in this Item 15:

Exhibit Index of this annual report and below in this Item 15:

Incorporated by

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Loan Certificate dated Mary 1, 2017

of Subsidiaries Medinotec Capital Proprietary Limited and DISA Medinotec Proprietary Limited

List of Subsidiaries Medinotec Capital Proprietary Limited and DISA Medinotec Proprietary Limited

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended .

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FOR THE YEARS ENDED FEBRUARY 28, 2026 AND FEBRUARY

Reports of Independent Registered Public Accounting Firms

Report of Independent Registered Public Accounting Firm

Report for the year ended February 28, 2026 – Mercurius & Associates LLP - Firm ID:

Report for the year ended February 29, 2024 – BDO South Africa Inc.

Consolidated Balance Sheets as of February 28, 2026 and February 28, 2025

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Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting

To the Shareholders and Board of Directors of

Medinotec Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance

sheet of Medinotec Inc.

and its subsidiaries (collectively, the “Company”) as of February 28, 2025, the related consolidated

statement of operations and comprehensive income/(Loss), consolidated statement of stockholders’ equity and consolidated statements

of cash flows for the year then ended, and the related notes (collectively referred to as the "consolidated financial statements").

Report of Independent

Registered Public Accounting Firm

To the Shareholders and Board of Directors

of Medinotec Inc.

and its subsidiaries

Opinion on the Consolidated Financial

We have audited the accompanying consolidated

balance sheets of Medinotec Inc.

and its subsidiaries (collectively, the “Company”) as of February 28, 2026 and 2025, the

related consolidated statements of Operations, Comprehensive Income/ (Loss), Stockholders’ Equity and Cash flows, for each of the

two years in the period ended February 28, 2026, and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of February 28, 2025 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles

generally accepted in the United States of America.

as of February 28, 2026 and 2025, and the results of its operations and its cash flows for each of the two years in the period ended February

28, 2026, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements

based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

These consolidated financial statements are

the responsibility of the Company’s management.

Our responsibility is to express an opinion on the company’s consolidated

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

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engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

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Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

Our audits included performing procedures to

assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud and performing procedures

that respond to those risks.

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consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides

We believe that our audits provide

a reasonable basis for our opinion.

Critical Audit Matters

Critical Audit matters are matters arising from the

current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially

challenging, subjective or complex judgments.

Critical Audit Matter

Critical Audit matters are matters

arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated

financial statements and (2) involved our especially challenging, subjective or complex judgments.

We determined that there are no critical audit matters.

Mercurius & Associates LLP

We have served as the Company’s auditor since

New Delhi, India

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Medinotec Inc.

Johannesburg, South Africa

Opinion on the Consolidated Financial

We have audited the accompanying consolidated

balance sheet of Medinotec Inc.

(the “Company”) as of February 29, 2024, the related consolidated statements of operations

and comprehensive loss, stockholders’ equity/(deficit), and cash flows for the year then ended, and the related notes (collectively

referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company at February 29, 2024, and the results of its operations and its cash flows

for the year then ended , in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the

consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain

an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of

the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures

to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

/s/ BDO South Africa Inc.

BDO South Africa Incorporated

Registered Auditors

Jacques Barradas

We served as the Company's auditor from 2023 to 2024.

Johannesburg,

BDO South Africa Incorporated

Registration number:

1995/002310/21

Practice number:

Chief Executive Officer:

A full list of all company directors is available on www.bdo.co.za

The company’s principal place of business is at The Wanderers

Office Park, 52 Corlett Drive, Illovo, Johannesburg where a list of directors’ names is available for inspection.

BDO South Africa

Incorporated, a South African personal liability company, is a member of BDO International Limited, a UK company limited by guarantee,

and forms part of the international BDO network of independent member firms.

Balance Sheets for the Medinotec Group of Companies as of February 28, 2025 and February 29, 2024

/s/ Mercurius

& Associates LLP

We have served as the Company’s auditor

Consolidated Balance Sheets for the Medinotec Group of Companies

as of February 28, 2026 and February 28, 2025

Current Assets

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Accounts payable and accrued liabilities

Due to stockholders/Directors

Operating lease liability, current portion

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Total Liabilities

Capital stock

Capital stock $.001 par value;

authorized 200,000,000;

11,755,548 shares issued and outstanding (2025:

Capital stock additional paid in capital

Retained earnings (Accumulated deficit) - ending

Retained earnings

Accumulated other comprehensive income

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for the Medinotec Group of Companies for the Years Ended February 28, 2026 and February 28, 2025

Cost of goods sold

of goods sold

( 4,601,350 )

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Selling expenses

( 1,485,641 )

Depreciation and amortization expense

General and administrative expenses

administrative expenses

( 2,317,229 )

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Research and development expenses

Total operating expenses

operating expenses

( 4,033,601 )

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Interest expense

Other revenue

Impairment of note receivable

Other income/(expenses)

Total non-operating income and expenses

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Balance March 1, 2024

Net (loss) for the period

( 1,241,325 )

Net income for the period

Other comprehensive income / (loss)

Reclassification

Balance February 28, 2025

( 1,241,325 )

Balance March 1, 2025

Net income for the period

Other comprehensive income / (loss)

Reclassification adjustment

Issuance of common stock

Balance February 28, 2026

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net income/(loss)

Foreign currency transaction gain (loss), unrealized

Adjustments to reconcile net income to net cash from operating activities:

Foreign currency

translation loss, unrealized

Deferred income taxes and tax credits

for income taxes

Impairment provision on notes receivable

Bad debt write-off

Provision for income taxes

for inventory obsolescence

Provision for doubtful debt

Common stock issued for services

Operating lease liability

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(Increase)/Decrease in receivables

( 2,039,246 )

(Increase)/Decrease in inventories

Increase/(Decrease) in accounts payable and accrued expenses

Net cashflow from/ (used in) operations

Accrued interest

TOTAL CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES

Net cash flow from operations

TOTAL CASH FLOWS FROM OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES:

Payments to acquire property, plant, and equipment

Cash received from note receivable

TOTAL CASH FLOWS FROM/(USED BY) INVESTING ACTIVITIES

TOTAL CASH FLOWS USED BY INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of long-term debt

TOTAL CASH FLOWS FROM/(USED BY) FINANCING ACTIVITIES

Repayment of debt

TOTAL CASH FLOWS USED BY FINANCING ACTIVITIES

OTHER ACTIVITIES:

Effect of exchange rate on cash and cash equivalents

Net cash increase (decreases) in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

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Interest expense

Right-of-use Assets in exchange for lease liabilities

The accompanying notes are an integral part

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Notes to Consolidated Financial Statements

Description of

Description of Business

Medinotec Inc.

is a US-based company

with a primary investment and operations in DISA Medinotec Proprietary Limited (“DISA Medinotec”), a South African medical

device manufacturing and distribution company, which in management’s opinion is a global leader in tracheal non-occlusive airway

dilation technology and medical device design.

is a US-based company with

a primary investment and operations in DISA Medinotec Proprietary Limited (“DISA Medinotec”), a South African medical device

manufacturing and distribution company, which in management’s opinion is a global leader in tracheal non-occlusive airway dilation

technology and medical device design.

“The Company” consists of Medinotec Inc.

in Nevada, which primary operations

in the United States is in Long Island, New York.

and its wholly owned subsidiaries, Medinotec Capital Proprietary Limited and DISA Medinotec,

of which both are incorporated in South Africa.

Combined, the Company has experience in establishing facilities for the manufacturing

and design of niche medical devices and establishing international distribution networks to commercialize these devices.

The Company is seeking to expand

sales and distribution operations into the United States of America and other markets.

in Nevada, with primary operations in the United

States in Long Island, New York, and its wholly owned subsidiaries, Medinotec Capital Proprietary Limited and DISA Medinotec, of which

both are incorporated in South Africa.

Combined, the Company has experience in establishing facilities for the manufacturing and design

of niche medical devices and establishing international distribution networks to commercialize these devices.

The Company is seeking to expand sales

and distribution operations into the United States of America and other markets.

The Company’s audited consolidated

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Class II medical devices for its main product, the Trachealator, in November 2021.

FDA 510(k) approval was received for the new Outflo

product in March 2025.

Significant Accounting Policies

Nature of business/basis

of preparation

Nature of business/basis of preparation

Basis of presentation

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are prepared in accordance with generally accepted accounting principles in the United States.

Emerging Growth Company (EGC)

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.

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.

Foreign currency translation

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translated at average exchange rates in effect during the year.

Translation adjustments resulting from fluctuations in the exchange rates

are recorded in accumulated other comprehensive income, a separate component of stockholders' equity.

Exchange gains or losses incurred

foreign exchange currency transactions conducted by one of the Company’s operations in a currency other than the operation’s

functional currency are reflected in other revenue/(expense).

Exposed to currency variations

in subsidiary

Translation adjustments

resulting from fluctuations in the exchange rates are recorded in accumulated other comprehensive income, a separate component of stockholders'

Exchange gains or losses incurred foreign

exchange currency transactions conducted by one of the Company’s operations in a currency other than the operation’s functional

currency are reflected in other revenue/(expenses).

to currency variations in subsidiary

The primary operations and functional

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comprehensive income.

The functional currency as well

as the reporting currency for Medinotec Inc is the US Dollar.

The functional currency as well as the

reporting currency for Medinotec Inc is the US Dollar.

Cash and cash equivalents

liquid investments

The Medinotec Group of Companies

considers all highly liquid investments with a remaining maturity of three months or less at the time of purchase to be cash equivalents.

These cash equivalents consist primarily of term deposits and certificates of deposit.

Investments with maturities from greater than three

months to one year are classified as short-term investments, while those with maturities in excess of one year are classified as long-term

The Medinotec Group of Companies considers

all highly liquid investments with a remaining maturity of three months or less at the time of purchase to be cash equivalents.

cash equivalents consist primarily of term deposits and certificates of deposit.

Investments with maturities from greater than three months

to one year are classified as short-term investments, while those with maturities in excess of one year are classified as long-term investments.

Cash equivalents and short-term investments are stated at cost which approximates market value.

Accounts Receivables

Accounts Receivable

based on a review and management evaluation

Accounts receivables are presented

on the consolidated balance sheets, net of estimated uncollectible amounts.

The carrying amounts of trade accounts receivable represent

the maximum credit risk exposure of these assets.

In accordance with FASB ASC 326,

Measurement of Credit Losses on Financial Instruments ("ASC 326"), the Company evaluates the collectability of outstanding accounts

receivable balances to determine an allowance for credit losses that reflects its best estimate of the lifetime expected credit losses.

One major client constitutes 87 %

of the accounts receivable balance as at February 28, 2025, compared to 83 % on February 29, 2024.

An allowance for credit losses is

calculated taking into account all accounts older than 91+ days.

Property, plant and

Property and equipment are stated

at cost less accumulated depreciation and amortization.

Depreciation is provided for using the straight-line method over the estimated

useful lives as follows for the major classes of assets:

Accounts receivable are presented on the

consolidated balance sheets, net of estimated uncollectible amounts.

The carrying amounts of trade accounts receivable represent the maximum

credit risk exposure of these assets.

In accordance with FASB ASC 326, Measurement

of Credit Losses on Financial Instruments ("ASC 326"), the Company evaluates the collectability of outstanding accounts receivable

balances to determine an allowance for credit losses that reflects its best estimate of the lifetime expected credit losses.

One major client constitutes 91 % of the

accounts receivable balance as at February 28, 2026, compared to 87 % on February 28, 2025.

An allowance for credit losses is calculated

taking into account all accounts older than 91+ days.

Property, plant and equipment

Property and equipment are stated at cost

less accumulated depreciation and amortization.

Depreciation is provided for using the straight-line method over the estimated useful

lives as follows for the major classes of assets:

Plant and machinery

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costing and obsolescence

Inventories are stated at the lower

of cost (weighted average) or net realizable value and consist of raw materials, work-in process and finished goods and include purchased

Inventories are stated at the lower of

cost (weighted average) or net realizable value and consist of raw materials, work-in process and finished goods and include purchased

materials, machine time, direct labor and manufacturing overhead.

Management evaluates the need to

record adjustments to write down inventory to the lower of cost or net realizable value on a quarterly basis.

The Company’s policy

is to assess the valuation of all inventories, including raw materials, work-in-process and finished goods and it writes down its inventory

Management evaluates the need to record

adjustments to write down inventory to the lower of cost or net realizable value on a quarterly basis.

The Company’s policy is to

assess the valuation of all inventories, including raw materials, work-in-process and finished goods and it writes down its inventory

for estimated obsolescence based upon the age of inventory and assumptions about future demand and usage.

Impairment of long-lived

The Company assesses long-lived

assets for impairment in accordance with the provisions of Financial Accounting Standards Board ASC 360, Property, Plant and Equipment.

Long-lived assets (asset group), such as property and equipment subject to amortization, are reviewed for impairment whenever events or

changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Impairment of long-lived assets

The Company assesses long-lived assets

for impairment in accordance with the provisions of Financial Accounting Standards Board ASC 360, Property, Plant and Equipment.

assets (asset group), such as property and equipment subject to amortization, are reviewed for impairment whenever events or changes in

circumstances indicate that the carrying amount of the asset may not be recoverable.

The carrying amount of a long-lived asset is not recoverable

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amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value.

Fair value is determined through

various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as

considered necessary.

Fair value is determined through various

valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered

We determine if an arrangement is a lease

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on loans receivable

The Company maintains an allowance

for credit losses on loans receivable in accordance with ASC 326, Financial Instruments—Credit Losses .

The Company maintains an allowance for

credit losses on loans receivable in accordance with ASC 326, Financial Instruments—Credit Losses .

This allowance reflects

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Employee benefit plans

The Company contributes 2.5 % of

basic salaries for eligible employees to a pension plan registered under the laws of South Africa.

The Company also contributes a portion

of the medical aid contribution for eligible employees to an approved medical insurance scheme.

The Company contributes 2.5 % of basic

salaries for eligible employees to a pension plan registered under the laws of South Africa.

The Company also contributes a portion of

the medical aid contribution for eligible employees to an approved medical insurance scheme.

Income taxes are accounted for under

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to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the

period that includes the enactment date.

The effect on deferred tax assets and liabilities

of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company recognizes the effect

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Fair Value Measurements

Fair value accounting is applied

for all assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial

statements on a recurring basis (at least annually).

Fair value is defined as the exchange price that would be received for an asset or

an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an

orderly transaction between market participants on the measurement date.

The consolidated entities follow the established framework for

measuring fair value and expands disclosures about fair value measurements.

Fair value accounting is applied for all

assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements

on a recurring basis (at least annually).

Fair value is defined as the exchange price that would be received for an asset or an exit price

that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction

between market participants on the measurement date.

The consolidated entities follow the established framework for measuring fair value

and expands disclosures about fair value measurements.

Concentrations of credit risk

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The conversion of the currency from Rand to reporting currency US Dollar can

cause significant up or downward trends that is recorded in reserves under the heading accumulated comprehensive income.

cause significant up or downward trends that are recorded in reserves under the heading accumulated comprehensive income.

The effect on

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Interest rate risk

Market interest rate risk may result

in loss from fluctuations in the future cash flows or fair values of financial instruments.

Interest rate risk is managed principally

through monitoring interest rate gaps and basis risk and by having pre-approved limits for repricing bands.

Market interest rate risk may result in

loss from fluctuations in the future cash flows or fair values of financial instruments.

Interest rate risk is managed principally through

monitoring interest rate gaps and basis risk and by having pre-approved limits for repricing bands.

The interest rate risk relates solely

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Comprehensive income/loss

Comprehensive loss consists of net

loss and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net loss.

Comprehensive loss consists of net loss

and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net loss.

Our other comprehensive

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Refer to Consolidated Statements of Comprehensive

Total foreign currency transaction

loss for the year ended February 28, 2025 was $ 55,815 , compared to gains of $ 15,804 for the year ended February 29, 2024.

Total foreign currency translation

gain for the year ended February 28, 2026 was $ 536,874 ,

compared to a loss of $ 55,815

for the year ended February 28, 2025.

Revenue recognition

Revenue represents the amount of

consideration expected to be received from customers in exchange for the transfer of products.

Net sales exclude value added and other

taxes we collect from customers.

Other costs to obtain and fulfill contracts are generally expensed as incurred due to the short-term

nature of most of our sales.

Revenue represents the amount of consideration

expected to be received from customers in exchange for the transfer of products.

Net sales exclude value added and other taxes we collect

from customers.

Other costs to obtain and fulfill contracts are generally expensed as incurred due to the short-term nature of most of

Shipping and handling costs charged to customers are included in net revenue.

generates revenues through two distinct revenue sources:

The Company generates

revenues through two distinct revenue sources:

From the sale of high-quality medical devices which are self-manufactured through in-depth research and development;

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These products are developed in-house.

The Company’s clients are

billed based on a pricelist that is agreed on in each customers contract.

The Company’s clients are billed

based on a price list that is agreed on in each customer’s contract.

Orders are shipped on a per order basis from the Company’s

warehouse with Free-On-Board Inco terms.

Revenues relating to the self-manufactured

products are recognized when control of the promised goods or services is transferred to a customer in an amount that reflects the consideration

Revenue relating to the self-manufactured

products are recognized when control of the promised goods or services is transferred to a customer at an amount that reflects the consideration

that the Company expects to receive in exchange for those products.

Revenue from the distribution

The distribution products are sold

via a network, which consists of a mixture of sub-distributors and in some instances a direct sales force.

The Company’s clients

are billed based on a pricelist that are agreed upon in each customer contract, orders are shipped on a per order basis from the Company’s

Revenue from the distribution of products

The distribution products are sold via

a network, which consists of a mixture of sub-distributors and in some instances a direct sales force.

The Company’s clients are

billed based on a pricelist that are agreed upon in each customer contract, orders are shipped on a per order basis from the Company’s

warehouse with Free-on-Board Inco terms.

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Revenues relating to the distribution

products are recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration

that the Company expects to receive in exchange for those products.

The transfer of control will typically be on the date of shipment.

of products are recognized when control of the promised goods or services is transferred to a customer at an amount that reflects the

consideration that the Company expects to receive in exchange for those products.

The transfer of control will typically be on the date

Goods delivered to a consignee pursuant

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Once it is determined that substantial

risk of loss, rewards of ownership, as well as control of the asset have transferred to the consignee, revenue recognition would then

risk of loss, rewards of ownership, as well as control of the assets have transferred to the consignee, revenue recognition would then

be appropriate, assuming all other criteria for revenue recognition have been satisfied.

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to DISA Life Sciences.

For the year ending February 28, 2025, 88 %

of the Company's total revenue is derived from this single customer in the distribution environment in South Africa compared to 86 %

for the year ending February 29, 2024.

During fiscal 2025, a receivable was recognized for revenue earned from DISA Life Sciences.

As of February 28, 2025, no sales taxes have been recorded, as no invoice has been issued.

The related sales tax return will be finalized

in accordance with standard invoicing timelines or adjusted as necessary upon invoice issuance.

For the year ending February 28, 2026, 89 % of the Company's total revenue is derived from this single customer

in the distribution environment in South Africa compared to 88 % for the year ending February 28, 2025.

Segment Reporting

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stream as a breakdown of the total revenue balance:

Medinotec Inc Group Consolidated Years Ended

Medinotec Group of Companies Consolidated Years Ended

Outside of United States of America

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Chief Operating Decision Maker (CODM)

The Company’s CODM is the Chief Executive

Officer, who is responsible for strategic decision-making and resource allocation.

The CEO, with support from the executive leadership

team, regularly reviews financial and operational results segmented by geographic region.

These reports form the basis for internal decision-making

and operational management.

The Company has determined that it operates in

two reportable geographic segments:

The Company’s CODM is the Chief

Executive Officer, who is responsible for strategic decision-making and resource allocation.

The CEO, with support from the executive

leadership team, regularly reviews financial and operational results segmented by geographic region.

These reports form the basis for

internal decision-making and operational management.

The Company has determined that it operates

in two reportable geographic segments:

Inside the United States and Outside the United States.

These segments reflect the manner in which

the Chief Operating Decision Maker (CODM) assesses financial performance and allocates resources.

the CODM assesses financial performance and allocates resources.

Basis of Segmentation

Operating segments are determined based on the

internal reports regularly reviewed by the CODM.

Geographic segmentation reflects the Company's internal management structure and reporting

lines, as operations within the United States and internationally are subject to distinct market, regulatory, and customer dynamics.

Operating segments are determined based

on the internal reports regularly reviewed by the CODM.

Geographic segmentation reflects the Company's internal management structure and

reporting lines, as operations within the United States and internationally are subject to distinct market, regulatory, and customer dynamics.

Performance Measures Reviewed by CODM

The CODM evaluates segment performance primarily

using income/loss from operations, which includes revenues, cost of goods sold, and major operating expenses.

This measure is reviewed

regularly and is considered the most relevant indicator of segment profitability and operating efficiency.

Segment results are prepared

on a basis consistent with the Company’s consolidated financial statements, with no adjustments for intersegment transactions.

The CODM evaluates segment performance

primarily using income/loss from operations, which includes revenues, cost of goods sold, and major operating expenses.

This measure is

reviewed regularly and is considered the most relevant indicator of segment profitability and operating efficiency.

Segment results are

prepared on a basis consistent with the Company’s consolidated financial statements, with no adjustments for intersegment transactions.

Granular Segment Expense Reporting

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Specifically,

the CODM receives and evaluates reports that disaggregate significant

expenses such as:

the CODM receives and evaluates reports that disaggregate significant expenses such as:

Selling Expenses

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Research and Development Expenses

This level of detail enables the CODM to evaluate

cost drivers and profitability more effectively across geographic segments.

This level of detail enables the CODM

to evaluate cost drivers and profitability more effectively across geographic segments.

The following table sets forth financial

information by reportable segment for the years ending February 28, 2026 and February 28, 2025:

Income/(Loss) from

Income/(Loss) from operations

Inside the United States

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Selling expenses

( 1,388,735 )

( 1,485,641 )

Depreciation expense

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Income/(loss) from operations

income/(expenditure)

( 1,032,026 )

( 1,005,266 )

income/(loss)

Other income/(expenditure)

includes items not considered by the CODM at segment level, and consist of items such as interest income, interest expense, current income

taxes and deferred income taxes.

( 1,032,026 )

Net income/(loss)

Other income/(expenditure) includes items not considered by the CODM at

segment level, and consist of items such as interest income, interest expense, current income taxes and deferred income taxes.

Inside the United States

Outside the United States

The major component of total assets is

"Cash" of $ 2,769,686 for the year ending February 28, 2025 and $ 2,808,910 for the year ending February 29, 2024.

A significant

portion of this is maintained inside the United States in USD of $ 2,019,628 for the year ending February 28, 2025 and $ 2,478,434

for the year ending February 29, 2024.

A major component of total assets is "Cash"

of $ 2,757,024 for the year ending February 28, 2026 and $ 2,769,686 for the year ending February 28, 2025.

A significant portion of this

is maintained inside the United States in USD of $ 1,816,626 for the year ending February 28, 2026 and $ 2,019,628 for the year ending February

Cost of goods sold

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medical devices.

General and administrative

General and administrative expenses

consist mostly of personnel costs, consulting fees as well as audit fees.

General and administrative expenses consist

mostly of personnel costs, consulting fees as well as audit fees.

Research and development

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Interest expense

Interest expense relates mostly

to is an unsecured loan from Minoan Medical which is repayable over the next 2 years.

The loan carries interest at the prevailing prime

lending rate of the time.

The prevailing lending rate in South Africa was 11.00 % at year end.

The terms of this loan are deemed to be

market related.

Interest expense is primarily attributable

to an unsecured loan from Minoan Medical that accrued interest at the prevailing South African prime lending rate.

The loan was fully

settled by August 31, 2025, after which no additional interest expense was recognized.

At the settlement date, the South African prime

lending rate was 10.50 % .

Management believes the terms of the loan were market-related.

Earnings per share

Basic earnings (loss) per share

are computed based on the weighted average number of ordinary shares outstanding during each year.

The diluted earnings/(loss) per

share is computed by giving effect to all potentially dilutive securities outstanding for the period, by applying the treasury stock

For periods in which we report net losses, diluted net loss per share is the same as basic net loss per share because potentially

dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

There were no potentially dilutive securities

outstanding during the fiscal year ended February 28, 2025;

Basic Earnings

Per Share (EPS)

Basic earnings per share are computed

based on the weighted average number of common shares outstanding during the reporting period.

This calculation provides a straightforward

measure of the Company’s earnings attributable to each share.

Diluted Earnings Per Share (EPS)

The diluted earnings per share is computed

by giving effect to all potentially dilutive securities outstanding for the period, by applying the treasury stock method.

in which we report net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common

shares are not assumed to have been issued if their effect is anti-dilutive.

There were no potentially dilutive securities outstanding

or issuable during the fiscal year ended February 28, 2026;

accordingly, no additional shares have been included in the diluted earnings

per share calculation.

Treasury Stock Method

For options and warrants, the Company

employs the treasury stock method to calculate the dilutive effect.

Under this method, it is assumed that the proceeds from the exercise

of options and warrants would be used to repurchase common shares at the average market price during the period.

The number of shares

repurchased is then subtracted from the total number of shares that would be issued upon exercise, resulting in the net increase in shares

This method effectively illustrates the potential dilution impact of these securities on earnings per share.

Principles of consolidation

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All intercompany transactions have been eliminated.

results could differ

Use of estimates

The preparation of consolidated financial

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could differ from those estimates and may have an impact on future periods.

As detailed in the Critical Accounting

Estimates section above, the key accounting estimates are as follows:

As detailed in the Critical Accounting Estimates section above,

the key accounting estimates are as follows:

Allowance for credit losses on loans receivables

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Deferred tax assets

Management continually evaluates these

estimates and assumptions based on historical experience and various other factors, including current market conditions.

Changes in these

estimates may have a material effect on the Company’s financial position and results of operations.

Recently issued accounting standards

In November 2024, the FASB issued ASU

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation

of Income Statement Expenses.

The ASU is intended to enhance transparency of income statement disclosures primarily through additional

disaggregation of relevant expense captions.

The standard is effective for annual reporting periods beginning after December 15, 2026,

and interim periods within annual reporting periods beginning after December 15, 2027, with prospective or retrospective application permitted.

The Company is currently evaluating the impact of this guidance on its disclosures in the consolidated financial statements.

In August 2023, the Financial Accounting

Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, Business Combinations-Joint Venture

Formations (Subtopic 805-60):

Recognition and Initial Measurement (“ASU 2023-05”), which addresses the accounting for contributions

made to a joint venture, upon formation, in a joint venture’s separate financial statements.

The amendments require certain joint

ventures to apply a new basis of accounting upon formation by recognizing and initially measuring most of their assets and liabilities

at fair value.

The objectives of the amendments are to provide decision-useful information to investors and other allocators of capital

in a joint venture’s financial statements and also to reduce diversity in practice.

ASU 2023-05 is effective for both public and

private joint venture entities with a formation date on or after January 1, 2025.

In November 2024, the Financial Accounting

Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting

Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

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.

Entities may elect to apply

the guidance retrospectively to joint ventures with a formation date prior to January 1, 2025.

The Company does not expect the adoption

of this standard to have a material impact on its condensed consolidated financial statements and related disclosures.

In June 2022, the FASB issued ASU 2022-03,

Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions to clarify that

a contractual restriction on the sale of an equity security is not considered part of a unit of account of the equity security, and, therefore,

is not considered in measuring fair value.

The amendments also clarify that an entity cannot, as a separate unit of account, recognize

and measure a contractual sale restriction.

The amendments also require the following disclosures for equity securities subject to the

contractual sale restrictions.

The fair value of equity securities

subject to the contractual sale restrictions reflected on the balance sheet.

The nature and remaining duration of

the restriction(s).

The circumstances that could cause

a lapse in the restriction(s).

This guidance is effective for fiscal

years beginning after December 15, 2023, and interim periods within those financial years.

The Company does not expect the adoption of

this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

In September 2022, the Financial Accounting

Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) ASU 2022-04, Liabilities - Supplier Finance

Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations, which enhances transparency surrounding the use of supplier

finance programs.

The new guidance requires qualitative and quantitative disclosure sufficient to enable users of the financial statements

to understand the nature, activity during the period, changes from period to period and potential magnitude of such programs.

The amendments

are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the

amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023.

The Company has evaluated

the effect of this standard on its operations and has determined that it has no material impact.

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 amends the disclosure to improve

reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an annual and

interim basis for to enable investors to develop more decision-useful financial analyses.

All public entities will be required to report

segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023.

The Company has

implemented this standard for the current fiscal year.

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 Company’s 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 amends the disclosure to address investor

requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate

reconciliation and income taxes paid information and includes certain other amendments to improve the effectiveness of income tax disclosures.

For entities other than public business entities, the requirements will be effective for annual periods beginning after December 15, 2025.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

Early adoption is permitted.

The Company is currently assessing potential impacts of ASU 2023-09 and does not expect the adoption of this guidance will have a material

impact on its condensed consolidated financial statements and disclosures and the Company is in a loss position and not incurring any

tax expenses.

Improvements to Income Tax Disclosures , which enhances the transparency and usefulness of income

tax disclosures, primarily through expanded rate reconciliation and income taxes paid disclosure requirements.

For public business entities,

the guidance is effective for annual periods beginning after December 15, 2024.

For entities other than public business entities, the

guidance is effective for annual periods beginning after December 15, 2025.

The Company is an emerging growth company and has elected

to use the extended transition period for complying with new or revised accounting standards.

Accordingly, the Company expects to adopt

ASU 2023-09 for the fiscal year beginning March 1, 2026.

The Company is currently evaluating the impact of the guidance, but does not

expect adoption to have a material effect on its consolidated financial statements.

The guidance is expected to affect the presentation

and content of the Company’s income tax disclosures.

Value Measurements

The Consolidated entities report

all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial

statements on a recurring basis.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize

the use of unobservable inputs.

The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation

techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical

assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level

3 measurements).

The Consolidated entities report all financial

assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements

on a recurring basis.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use

of unobservable inputs.

The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques

used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy are as follows:

Level 1—Inputs are quoted

prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement

Level 2—Inputs are observable,

unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets

or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for

substantially the full term of the related assets or liabilities.

Level 1—Inputs are quoted prices

(unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2—Inputs are observable, unadjusted

quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities

in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially

the full term of the related assets or liabilities.

Level 3—Inputs are unobservable

4 unchanged sentences

At February 28, 2026 and February 28,

29, 2024, all of the Company’s cash and cash equivalents, trade accounts receivable and trade accounts payable were short term in

nature, and their carrying amounts approximate fair value.

Our current and long-term debt arrangements are classified as level 2 financial

2025, all of the Company’s cash and cash equivalents, trade accounts receivable and trade accounts payable were short term in nature,

and their carrying amounts approximate fair value.

Our current and long-term debt arrangements are classified as level 2 financial instruments.

Property, plant and equipment

3 unchanged sentences

Computer software

Office equipment

Motor vehicles

3 unchanged sentences

Laboratory equipment

Foreign currency adjustment

Effect of foreign currency translation

Total accumulated depreciation

5 unchanged sentences

and equipment under capital leases.

Depreciation Allocation to Cost

of Goods Sold:

A portion of the depreciation expense

related to Property, Plant, and Equipment has been allocated to the Cost of Goods Sold.

This practice is in accordance with the company's

accounting policy, which recognizes a portion of the depreciation expense as part of the cost of producing goods.

The allocation of depreciation to

Cost of Goods Sold is based on the estimation of the assets' usage in the production process.

This method is employed to better match

the cost of assets with the revenue generated during the period.

Depreciation of $ 21,888 was allocated

to Cost of Goods Sold for the year ending February 28, 2025, compared to $ 24,277 for the year ending February 29, 2024.

Depreciation Allocation to Cost of Goods

A portion of the depreciation expense related

to Property, Plant, and Equipment has been allocated to the Cost of Goods Sold.

This practice is in accordance with the company's accounting

policy, which recognizes a portion of the depreciation expense as part of the cost of producing goods.

The allocation of depreciation to Cost

of Goods Sold is based on the estimation of the assets' usage in the production process.

This method is employed to better match the cost

of assets with the revenue generated during the period.

Depreciation of $ 20,131 was allocated to

Cost of Goods Sold for the year ending February 28, 2026, compared to $ 21,888 for the year ending February 28, 2025.

receivable, net of allowances

Accounts receivable by

Accounts receivable consist of

the following:

accounts receivable

Allowance for

expected credit losses

Accounts receivable by period

Accounts receivable consist of the following:

Trade accounts receivable

Allowance for expected credit losses

Accounts by period

Inventory consists of the following:

Raw materials

Work in progress

Finished goods

Less provisions

for obsolescence

Less provisions for obsolescence

Goods in transit

current assets

Other current assets by

Other current assets consist

of the following:

Other current assets by period

Other current assets consist of the following:

Deposits paid

Other receivables

Note receivable

The Trachealator product obtained FDA

approval in November 2021, which allowed the Company to sell this product into the United States of America.

Since the Company had no

prior sales channels or infrastructure in the United States, management found it prudent to plan a roll out of the product with a distributor

that had an established network and infrastructure.

For this business, the Company partnered with a company called Innovative Outcomes

and entered into a revolving credit facility to a maximum of $ 750,000 .

Innovative Outcomes would use this to grow both their own distribution

network and infrastructure and also allow for the Company to utilize this network and infrastructure.

However, during quarter ending

November 30, 2023, there was a material change in strategic focus where the Company would require its products to be marketed to niche

surgical units, Innovative Outcomes would be servicing the wound care clinic market only which meant that the future growth of the combined

network and infrastructure would not be a strategic match between the two entities.

It was therefore decided to separate the network

and infrastructure developed and for each company to pursue its strategic focus.

The note receivable will continue on the same terms

and become payable later in the 2024 financial year, but the Company decided to provide full impairment against this receivable on November

This decision was made in prudence due to the fact that the receivable is no longer backed by any Trachealator revenue streams.

This does not change that Innovative Outcomes will still be liable for payment of this in the future.

Should payments be received this

provision will be reversed with the same amount of cashflow received.

We have taken legal action in order to recover the amount outstanding.

Loans Payable

Loans from related parties

3 unchanged sentences

Received/Issued

Repayments (1)

( 1,661,932 )

6 unchanged sentences

Closing balance

During the fiscal year ended February 29, 2024, the

Company entered into a non-cash settlement arrangement involving its loan payable to Minoan Medical.

Under this arrangement, a third-party

trading partner settled a portion of the loan balance directly with Minoan Medical on behalf of Medinotec.

The net impact of this arrangement

was a non-cash offset of $ 339,209 .

During the fiscal year ended February 29, 2024, the Company made cash loan payment in the amount a

$ 9,680 , which is included in the financing cash outflows in the consolidated statement of cash flows.

Minoan Medical Proprietary Limited:

Loans payable consists of a $ 940,001

unsecured loan from the prior parent entity of DISA Medinotec in South Africa called Minoan Medical.

This loan originated to fund working

capital and capex expansions of DISA Medinotec during the developmental and startup phase.

After the acquisition of DISA Medinotec on

March 2, 2022, the Company assumed this liability.

The Company has a period of 3 years after the IPO date of 31 March 2023 or a date at

which the Company starts trading on a a national exchange (as defined in Section 3(a)(1) of the Securities Exchange Act of 1934, as amended)

to repay the loan.

During these 3 years the loan will carry interest at the prevailing prime lending rate of the time.

The prevailing

lending rate in South Africa was 11.00 % at year end compared to 11.75 % on February 29, 2024.

The terms of this loan are deemed to be market

The Minoan Medical loan decreased

by $ 829,687 during the year ended February 28, 2025 as detailed in the table above.

The interest charged for the year

was $ 141,748 and a 1% movement in the interest rates constitutes a value of $12,886 .

The Company has the option for

early settlement in cash or any form of equivalent.

Minoan Medical Proprietary Limited’s

ultimate beneficial owner is the CEO of the Medinotec Group of Companies Dr.

Gregory Vizirgianakis and is used to hold his medical investments

and exports of which DISA Medinotec Proprietary Limited Incorporated was one of these investments before it got transferred into the

Medinotec Group of Companies.

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 South African prime lending rate was 10.50 % .

Management believes

the terms of the loan were market-related.

On August 31, 2025, DISA Medinotec, Minoan

Medical and DISA Life Sciences entered into a tripartite set-off and settlement agreement in terms of which DISA Life Sciences undertook

to settle the loan payable on behalf of DISA Medinotec.

In accordance with that agreement, DISA Medinotec’s trade receivable balance

with DISA Life Sciences was reduced by a corresponding amount.

During the fiscal year ended February 28,

2026, substantially all amounts previously reflected in loans payable were extinguished through the set-off arrangement described above

and related settlements.

As of February 28, 2026, loans payable to Minoan Medical were not material.

Minoan Medical’s ultimate beneficial

Gregory Vizirgianakis, Chief Executive Officer of the Medinotec Group of Companies.

Prior to the transfer of DISA Medinotec

into the Medinotec group structure, Minoan Medical held Dr.

Vizirgianakis’ medical investments and export interests, of which DISA

Medinotec was one.

Minoan Capital Proprietary Limited:

This is an unsecured, interest free

loan with no fixed terms of repayment.

Minoan Medical and Minoan Capital

are related parties of the Group as the CEO Dr Gregory Vizirgianakis has common control.

payable and accrued expenses

This is an unsecured, interest free loan

with no fixed terms of repayment.

Minoan Medical and Minoan Capital are related

parties of the Group as the CEO Dr Gregory Vizirgianakis has common control.

Accounts payable and accrued expenses

Accounts payable by period

2 unchanged sentences

Accrued payroll, payroll taxes and leave pay

Provision for professional fees

Royalties payable

2 unchanged sentences

One major European Cardiac supplier constitutes 53 % ( 74 % in prior period)

of the total trade accounts payabl e

of the total trade accounts payable.

Leases and deferred rent

15 unchanged sentences

are not capitalized and are expensed as incurred.

Rental expense for operating leases

for the period ended February 28, 2025 was $ 32,031 compared to $ 32,142 for the period ended February 29, 2024.

Lease cost associated with operating

leases is charged to general and administrative expenses in our consolidated financial statements.

The exercise of lease renewal options

is at our sole discretion.

No extension period has been included in the determination of the right of use asset or the lease liability,

as we concluded that it is not reasonably certain that we would exercise such option.

Maturities of our operating lease

liability as of February 28, 2025 was as follows:

Lease payments for operating leases for

the period ended February 28, 2026 was $ 33,774 compared to $ 32,031 for the period ended February 28, 2025.

Lease cost associated with operating leases

is charged to general and administrative expenses in our consolidated financial statements.

The exercise of lease renewal options is at

our sole discretion.

No extension period has been included in the determination of the right of use asset or the lease liability, as we

concluded that it is not reasonably certain that we would exercise such option.

Maturities of our operating lease liability

as of February 28, 2026 was as follows:

Years ending February 26/27:

7 unchanged sentences

Opening balance at March 1, 2025

Accumulated depreciation

Depreciation for the year

Effect of foreign currency translation

Closing balance at February 28, 2026

1 unchanged sentence

involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims.

In the normal course of business,

the consolidated entities my agree to indemnify third parties with whom it enters into contractual relationships, including customers,

lessors, and parties to other transactions with the Consolidated entities, with respect to certain matters.

The Consolidated entities

has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach

of representations or covenants, other third-party claims that the Group’s products when used for their intended purposes infringe

the intellectual property rights of such other third parties, or other claims made against certain parties.

It is not possible to determine

the maximum potential amount of liability under these indemnification obligations due to the Consolidated entities limited history of

prior indemnification claims and the unique facts and circumstances that are likely to be involved in each claim.

From time to time, the Consolidated

entities are subject to various claims that arise in the ordinary course of business.

In the normal course of business, the consolidated

entities my agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties

to other transactions with the Consolidated entities, with respect to certain matters.

The Consolidated entities has agreed, under certain

conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants,

other third-party claims that the Group’s products when used for their intended purposes infringe the intellectual property rights

of such other third parties, or other claims made against certain parties.

It is not possible to determine the maximum potential amount

of liability under these indemnification obligations due to the Consolidated entities limited history of prior indemnification claims

and the unique facts and circumstances that are likely to be involved in each claim.

From time to time, the Consolidated entities

are subject to various claims that arise in the ordinary course of business.

Management believes that any liability of the consolidated

entities that may arise out of or with respect to these matters will not materially affect the financial position, results of operations,

or cash flows of the Consolidated entities.

At the reporting date there is no

known material litigation or claims against the Group.

Stockholders'

equity/(deficit)

entities that may arise out of or with respect to these matters will not materially affect

the financial position, results of operations, or cash flows of the Consolidated entities.

At the reporting date there is no known

material litigation or claims against the Group.

Stockholders' equity/(deficit)

Authorized and issued stock by period

As of February 28, 2025 the Company

had 188,266,250 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 February 28, 2025, 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 29, 2024.

As of February 28, 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 February 28, 2026, Medinotec Inc.,

the parent Company had 20,000,000 shares of preferred stock authorized and available to issue.

Shares outstanding as of February 28, 2025,

were 11,733,750 .

During the second quarter of the fiscal year ended February 28, 2026, the Company issued 10,899 shares

of common stock to a retained physician in settlement of research services valued at $ 54,495 and 10,899 shares to

an independent non-executive director as compensation valued at $ 54,495 .

The share issue resulted in 11,755,548 shares

outstanding as of February 28, 2026.

The shares are restricted pursuant to restricted stock agreements and are subject to SEC Rule 144

transfer limitations.

No cash consideration was exchanged, and the issuance of these shares had no impact on the Company’s cash

The fair value of the shares issued has been recognized under operating expenses in the Company’s statement of operations.

Issued and outstanding shares

Stockholders’ Equity - Issued and Outstanding Shares

Common shares

Amount of shares

Share capital:

Common shares

5 unchanged sentences

Total deferred benefit (expense) from income taxes

$ ( 864,665 )

$ ( 150,918 )

The following table sets forth a reconciliation

from the U.S statutory federal income tax rate to the effective income tax rate:

Federal income tax rate

Permanent differences

Valuation allowance

Foreign rate differential

Effective rate

taxes/Future income tax assets and valuation allowance

income tax rate

rate differential

Deferred taxes/Future income tax assets and valuation allowance

The following table sets forth the significant

1 unchanged sentence

Deferred tax assets

for Professional fees

pay provision

for stock obsolescence

Unrealised profit

for royalties

of note receivable

operating loss - State

deferred tax assets

valuation allowance

tax assets, net

tax liabilities:

revenue GAAP adjustment

Leave pay provision

Provision for stock obsolescence

Provision for bad debt

Unrealized profit

Provision for royalties

Commission accrual

Impairment of note receivable

Foreign tax credits

Net operating loss - State

Advanced income

Lease liabilities

Total deferred tax assets

Less valuation allowance

Deferred tax assets, net

Deferred tax liabilities:

tax assets/(liabilities), net

Right-of-use assets

Uninvoiced revenue GAAP adjustment

Total deferred tax liabilities

Deferred tax assets/(liabilities), net

Deferred tax assets refer to assets that

7 unchanged sentences

It is management’s estimate that certain deferred tax assets will be utilized in full in the next 12 months.

geographic components of income/(loss) before income taxes consisted of the following for the years ended February 28, 2025 and February

States operations

$ ( 248,501 )

$ ( 594,328 )

International

The geographic components of income before

income taxes consisted of the following for the years ended February 28, 2026 and February 28, 2025:

United States operations

International operations

Income before taxes

$ ( 253,770 )

federal tax has been provided on the undistributed earnings of the foreign subsidiaries as of February 28, 2025 as the company intends

to permanently reinvest the earnings.

federal tax has been provided on

the undistributed earnings of the foreign subsidiaries as of February 28, 2026 as the company intends to permanently reinvest the earnings.

As of February 28, 2025, the Company has no liabilities for uncertain tax positions.

Company’s policy to record inter est and penalties as a component of tax expense.

The Company files income tax returns in

It is the Company’s policy to record interest

and penalties as a component of tax expense.

The Company files income tax returns in the U.S.

Federal jurisdiction, various U.S.

state jurisdictions and South Africa.

With few exceptions, the fiscal years that remain subject

to examination are February 29, 2024 through February 28, 2025.

jurisdictions and South Africa.

With few exceptions, the fiscal years that remain subject to examination are February 28, 2025 through

February 28, 2026.

In October 2021, the Organisation for Economic

6 unchanged sentences

intention to implement a Qualified Domestic Minimum Top-Up Tax (QDMTT) beginning in 2024 under Pillar Two, the Group’s consolidated

revenue for the past two fiscal years has not exceeded the €750 million threshold.

As such, the Group is not currently within the

scope of the Pillar Two global minimum tax rules.

revenue for the past two fiscal years has not exceeded the

€750 million threshold.

As such, the Group is not currently within the scope of the Pillar Two global minimum tax rules.

The Company continues to monitor developments

7 unchanged sentences

will be accounted for as current-period tax expenses, consistent with the FASB staff guidance issued in 2023.

Transactions with

related parties

Transactions with related parties

Relationship with the Medinotec Group of Companies

2 unchanged sentences

Related Owners with the Medinotec Group of Companies

for the 2025 fiscal year

Amount for the 2026 fiscal year

Minoan Medical Proprietary Limited

3 unchanged sentences

Dr Gregory Vizirgianakis is the ultimate beneficial owner

payable - $ 940,001

Loan payable - $ 187

Management fee - $ 40,000

Account Payable - $ 40,000

Minoan Capital Proprietary Limited

6 unchanged sentences

Lease liability - $ 14,905

Short-term rental expense - $23,712

Medinotec Capital Proprietary Limited

52 unchanged sentences

No Related other Directorships in Medinotec Group of Companies

DISA Medinotec Propriety Limited leases

DISA Medinotec Proprietary Limited leases

commercial buildings from Minoan Capital Proprietary Limited (“Minoan Capital”).

4 unchanged sentences

in the US on a 12-month lease agreement.

Set forth below is a table showing

the Consolidated entities' rent paid for the year ended February 28, 2025 and February 29, 2024 with Minoan Capital and for the Melville,

New York office:

Rent is comparable to rent charged

for similar properties in the same relative area.

The company does market research of a Minimum and a Maximum rental value within the

area at every renewal of the rental agreement to ensure this is market related, this exercise is undertaken together with a registered

property agent who has the appropriate knowledge of the area.

This is an unsecured loan from the

prior parent entity of DISA Medinotec Proprietary Limited incorporated in South Africa called Minoan Medical Proprietary Limited (a related

Set forth below is a table showing the

Consolidated entities' lease payments for the year ended February 28, 2026 and February 28, 2025 with Minoan Capital:

Lease payments

The Company incurs monthly rental charges

payable to Minoan Capital for the use of training centre facilities.

As no long-term fixed rental agreement exists and the arrangement

is invoiced monthly, the Company does not account for the arrangement as a lease.

Set forth below is a table showing the

Consolidated entities' rental expenses relating to the training centre facilities for the year ended February 28, 2026 and February 28,

2025 with Minoan Capital:

Rent is comparable to rent charged for

similar properties in the same relative area.

The company does market research of a Minimum and a Maximum rental value within the area

at every renewal of the rental agreement to ensure this is market related, this exercise is undertaken together with a registered property

agent who has the appropriate knowledge of the area.

There is an unsecured loan from the prior

parent entity of DISA Medinotec Proprietary Limited incorporated in South Africa called Minoan Medical Proprietary Limited (a related

This loan originated to fund working capital and capex expansions of DISA Medinotec Proprietary Limited Incorporated during the

3 unchanged sentences

has the option to settle earlier in cash or any form of equivalent.

We obtained FDA clearance for the Aortic

Valve Dilatation Balloon Catheter (OutFlo) on March 11, 2025.

There were no other subsequent events for

the year ending February 28, 2025.

There is also an unsecured, interest free

loan with no fixed terms of repayment from Minoan Capital.

Minoan Medical and Minoan Capital are related

parties of the Group as the CEO Dr Gregory Vizirgianakis has common control.

Reclassification of Financial

Statement Items

Certain prior-year amounts have been

reclassified to conform to the current-year presentation.

These reclassifications relate to amounts previously included in general and

administrative expenses that are now presented as cost of goods sold, consistent with the nature of the underlying costs.

The reclassifications

had no impact on the Company’s net income, cash flows, total assets, total liabilities, or stockholders’ equity.

The adjustment results in:

February 28, 2025

General and administrative expenses

Cost of Goods Sold

Subsequent events

Management has evaluated subsequent events

through May 28, 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures