What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-09-25 compared with 2025-09-29 · 1486 added, 1543 removed, 1234 unchanged (71% of the section changed)

5 unchanged sentences

Financial Statements for the Fiscal Years Ended June 30, 2026 and 2025

of Independent Registered Public Accounting Firm (PCAOB Firm ID.

Balance Sheets as of June 30, 2025 and 2024

Statements of Operations and Comprehensive Income (Loss) for the years ended June 30, 2025 and 2024

Statements of Changes in Stockholders’ Equity (Deficit) for the years ended June 30, 2025 and 2024

Statements of Cash Flows for the years ended June 30, 2025 and 2024

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID.

Consolidated Balance Sheets as of June 30, 2026 and 2025

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended June 30, 2026 and 2025

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended June 30, 2026 and 2025

Consolidated Statements of Cash Flows for the years ended June 30, 2026 and 2025

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

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June 30, 2026 and 2025, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’

deficit, and cash flows, for each of the two years in the period ended June 30, 2025, 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 consolidated financial position of the Company as of June 30, 2025 and 2024 and the consolidated results of its

operations and its cash flows for each of the two years in the period ended June 30, 2025, in conformity with accounting principles generally

accepted in the United States of America.

equity (deficit), and cash flows, for each of the two years in the period ended June 30, 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 consolidated financial position of the Company as of June 30, 2026 and 2025 and the consolidated results of

its operations and its cash flows for each of the two years in the period ended June 30, 2026, in conformity with accounting principles

generally accepted in the United States of America.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2 to the consolidated financial statements, the Company has a net loss of $58,923,300 and net cash used in operating activities

of $405,168 for the fiscal year ended June 30, 2025.

in Note 2 to the consolidated financial statements, the Company had no revenues, has a net loss of $18,862,710 and net cash used in operating

activities of $5,682,635 for the fiscal year ended June 30, 2026.

The Company has an accumulated deficit of $144,484,230 at June 30,

These matters

raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s Plan regarding these matters

is also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s Plan

regarding these matters is also described in Note 2.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

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Accordingly, we express no such opinion.

NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-7326

(561) 995-8270 ● Toll Free:

(866) CPA-8500 ● Fax:

(561) 995-1920

www.salbergco.com

● info@salbergco.com

National Association of Certified Valuation Analysts ● Registered with the PCAOB

CPAConnect with Affiliated Offices Worldwide ● Member AICPA Center for Audit Quality

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

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Audit Matters

critical audit matters communicated below 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) relate to accounts or disclosures that are

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

communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the

accounts or disclosures to which they relate.

noted in Footnote 1 “Derivative Instruments” and as described in Footnote 12 “Derivative Financial Instruments and

Fair Value Measurements” to the consolidated financial statements, the Company bifurcated embedded conversion features included

in convertible debt instruments issued by the Company during the fiscal year that resulted primarily in an initial derivative expense

and a gain from the change in fair value of these new and previously recorded derivatives of $333,596 and $212,450, respectively, in

fiscal 2025, and derivative liabilities of $403,892 at June 30, 2025.

identified the evaluation of instruments and contracts to determine whether there are embedded derivatives requiring bifurcation from

its debt host, the analysis of the accounting treatment and presentation for derivative transactions and the valuation of derivatives

as critical audit matters.

Auditing management’s analysis of the above critical audit matters was complex and involved a high degree

of subjectivity.

primary procedures we performed to address these critical audit matters included (a) Reviewed and tested management’s conclusions

as to whether certain instruments or contracts qualified for derivative treatment by comparing management’s analysis and conclusions

to authoritative and interpretive literature, (b) Compared the accounting treatment and presentation to that described by the authoritative

and interpretive literature, (c) Tested management’s process for valuing derivatives by comparing it to generally accepted methodologies

for valuing derivatives, (d) Tested management’s valuation of the derivatives by testing assumptions and data used in the valuation

model including the term, volatility and interest rate, and (e) Recomputed the derivative valuations.

We agreed with management’s

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) relate 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.

Salberg & Company, P.A.

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Raton, Florida

2295 NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-7326

(561) 995-8270 Toll Free:

(866) CPA-8500 ● Fax:

(561) 995-1920

www.salbergco.com ● info@salbergco.com

Member National Association of Certified Valuation Analysts ● Registered

with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide ● Member AICPA Center for Audit Quality

BIOPHARMA, INC.

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BALANCE SHEETS

June 30, 2026

June 30, 2025

CURRENT ASSETS:

GST tax receivable

Prepaid expenses - current

current assets

Prepaid expenses - current portion

Other current assets

TOTAL CURRENT ASSETS

Deferred offering costs

Prepaid expenses - long-term

Security deposit - related

lease right-of-use assets, net - related party

AND STOCKHOLDERS’ EQUITY (DEFICIT)

Prepaid expenses - long-term portion

Security deposit - related party

Operating lease right-of-use assets, net - related party

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable

Accrued expenses and other

Accrued expenses and other payables

Accrued interest

Loans payable

Loans payable - related

Loans payable - related parties, net of discount

Loans payable

Notes payable, net of discount

Convertible notes, net

of discounts and including put premiums

Operating lease liability

- related party, current portion

Embedded conversion option

Due to former director

- related party

Loan from former director

- related party

benefit liability

Convertible notes, net of discounts and including put premiums

Operating lease liability - related party, current portion

Embedded conversion option liabilities

Employee benefit liability

TOTAL CURRENT LIABILITIES

NON-CURRENT LIABILITIES:

Loan payable - long-term

- related party, net of discount

lease liability - long-term portion - related party

NON-CURRENT LIABILITIES

Commitments and Contingencies

STOCKHOLDERS’ EQUITY (DEFICIT):

Preferred stock, 1,500,005 shares authorized,

$ 0.01 par value:

Loan payable - long-term - related party, net of discount

Operating lease liability - long-term portion - related party

TOTAL NON-CURRENT LIABILITIES

TOTAL LIABILITIES

Commitments and Contingencies (See Note 9)

STOCKHOLDERS’ EQUITY:

Preferred stock, 1,500,005 shares authorized, $ 0.01 par value:

Series A preferred stock, $ 0.01 par value;

500,000 shares previously authorized;

0 shares issued and outstanding as of June 30, 2026 and 2025

Series B preferred stock, $ 0.01 par value;

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1 share issued and outstanding as of June 30, 2026 and 2025

Series C preferred stock, $ 0.01 par value, $ 10,000 stated value;

5 shares authorized;

9,900 shares designated and authorized, 200 (liquidation value of $ 2,000,000 ) shares and none issued and outstanding at June 30, 2026 and 2025, respectively

Preferred stock, value

Common stock, $ 0.001 par

Common stock, $ 0.001 par value;

10,000,000,000 shares authorized;

3,310,827 and 464,471 shares issued and outstanding as of June 30, 2026 and 2025, respectively

Common stock issuable ( 7,750

and 0 shares as of June 30, 2025 and 2024, respectively)

Common stock issuable ( 487,939 and 310 shares as of June 30, 2026 and 2025, respectively)

Additional paid-in capital

Accumulated other comprehensive

Accumulated other comprehensive income

Accumulated deficit

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( 125,621,520 )

Treasury stock ($ 0.001

STOCKHOLDERS’ EQUITY (DEFICIT)

( 3,779,059 )

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

accompanying notes are an integral part of these consolidated financial statements.

Treasury stock ($ 0.001 share)

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of these consolidated financial statements.

BIOPHARMA, INC.

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STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

the years ended June 30,

OPERATING EXPENSES

Administration

Occupancy expenses - related

and development

For the years ended June 30,

OPERATING EXPENSES

FROM OPERATIONS

Administration expenses

Compensation and related taxes

Professional and consulting expenses

Occupancy expenses - related party

Research and development

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS

( 18,185,569 )

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Derivative expense

Change in fair value of

derivative liabilities

Gain (loss) on extinguishment

currency transaction gain (loss)

OTHER INCOME (EXPENSE), NET

Change in fair value of derivative liabilities

Change in fair value of warrant liability

Other expense

Settlement expense

Gain (loss) on extinguishment of debt, net

Foreign currency transaction gain (loss)

TOTAL OTHER INCOME (EXPENSE), NET

( 1,645,169 )

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$ ( 58,923,300 )

LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 58,923,300 )

Deemed Dividend

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 19,794,956 )

AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

$ ( 58,923,300 )

BASIC AND DILUTED WEIGHTED

AVERAGE SHARES OUTSTANDING

NET LOSS AVAILABLE TO COMMON

BASIC AND DILUTED NET LOSS PER SHARE

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 19,794,956 )

$ ( 58,923,300 )

OTHER COMPREHENSIVE INCOME

Unrealized foreign currency

translation gain (loss)

OTHER COMPREHENSIVE INCOME (LOSS)

COMPREHENSIVE LOSS

Unrealized foreign currency translation gain (loss)

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

TOTAL COMPREHENSIVE LOSS

$ ( 19,937,618 )

$ ( 58,873,964 )

accompanying notes are an integral part of these consolidated financial statements.

BIOPHARMA, INC.

The accompanying notes are an integral part of these consolidated financial statements.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

Comprehensive

Stockholders’

Comprehensive

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEARS ENDED JUNE 30, 2026 AND 2025

Paid-in Capital

Accumulated Deficit

Comprehensive Income

Treasury Stock

Equity (Deficit)

Preferred Stock

Stockholders’

Paid-in Capital

Accumulated Deficit

Comprehensive Income

Treasury Stock

Equity (Deficit)

Balance at June 30, 2024

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$ ( 3,779,059 )

Issuance of common stock for conversion of

convertible debt, conversion fees and accrued interest

Issuance of common stock for cash

Issuance of common stock for alternate cashless

exercise of warrants

Issuance of common stock for issuable shares

Issuance of common stock for conversion of convertible debt, conversion fees and accrued interest

Issuance of common stock for services rendered

Issuance of common stock for prepaid services

Issuance of common stock and common stock issuable related to debt exchange agreement

Issuance of common stock related to warrant exchange agreement

Reclassification of put premium upon debt conversion

Relative fair value of warrant granted in connection

with a loan payable - related party

Deemed dividend upon alternate cashless exercise

Foreign currency translation loss

Net loss for the fiscal

year ended June 30, 2024

Fractional shares due to reverse split

Foreign currency translation gain

Net loss for the fiscal year ended June 30, 2025

( 58,923,300 )

3 unchanged sentences

( 125,621,520 )

( 66,698,220 )

( 3,779,059 )

Issuance of common stock for conversion of

convertible debt, conversion fees and accrued interest

Issuance of common stock for services rendered

Issuance of common stock for prepaid services

Issuance of common stock and common stock issuable related

to debt exchange agreement

Issuance of common stock related to warrant

exchange agreement

Issuance of common stock for conversion of convertible debt, conversion fees and accrued interest

Issuance of common stock for cash

Issuance of common stock for conversion of Series C preferred stock

Common stock issuable for services and prepaid services

Issuance of common stock related to debt exchange agreement

Issuance of Series C Preferred stock upon exercise of Series C warrants

Common stock issuable in connection with settlement agreement

Reclassification of put premium upon debt conversion

Reclassification of warrant liability into equity upon exercise of Series C warrants

Reclassification of warrant liability into equity upon amendment of Series C Preferred designation

Issuance of the initial preferred shares and was later reclassified from temporary equity into permanent equity upon amendment of Series C Preferred designation

Deemed dividend upon issuance of Series C Preferred stock initially recorded as temporary equity

Fractional shares due to reverse split

Foreign currency translation gain

Net loss for the fiscal

year ended June 30, 2025

( 58,923,300 )

Foreign currency translation loss

Net loss for the fiscal year ended June 30, 2026

( 18,862,710 )

5 unchanged sentences

$ ( 144,484,230 )

accompanying notes are an integral part of these consolidated financial statements.

BIOPHARMA, INC.

The accompanying notes are an integral part of these consolidated financial statements.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

STATEMENTS OF CASH FLOWS

the years ended June 30,

CASH FLOWS FROM OPERATING

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 18,862,710 )

$ ( 58,923,300 )

to Reconcile Net Loss to Net Cash Used in Operating Activities:

Issuance of common stock

Amortization of prepaid

stock based expenses

Foreign currency transaction

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:

Issuance of common stock for services

Stock based settlement

Amortization of prepaid stock based expenses

Foreign currency transaction loss (gain)

Depreciation expense

Allowance on refundable

advance deposit

Amortization of debt discounts

Amortization of right-of-use

Change in fair value of

derivative liabilities

Amortization of right-of-use assets

Change in fair value of derivative liabilities

Change in fair value of warrant liability

Derivative expense

Loss (gain) on extinguishment

Loss (gain) on extinguishment of debt, net

Non-cash interest expense

Accretion of put premium

in Assets and Liabilities:

Changes in Assets and Liabilities:

GST receivable

Prepaid expenses and other

current assets

Refundable advance deposit

Deferred offering costs

Prepaid expenses

Other current assets

Accounts payable

Employee benefit liability

Accrued expenses and other

Accrued expenses and other payables

Accrued interest

lease liability

CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM FINANCING

Proceeds from convertible

promissory notes, net of original issue discounts and issue costs

Repayment of convertible

Operating lease liability

NET CASH USED IN OPERATING ACTIVITIES

( 5,682,635 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of equipment

NET CASH USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from convertible promissory notes, net of original issue discounts and issue costs

Proceeds from issuance of the initial preferred shares of Series C Preferred stock, net of issuance cost included as temporary equity

Proceeds from exercise of Series C warrants

Repayment of convertible notes

Repayment of notes

Proceeds from the sale

of common stock

Repayment of loans payable - related party

Proceeds from the sale of common stock, net of offering costs

Proceeds from note payable

Proceeds from loans payable

from loans payable - related parties

Proceeds from loans payable - related parties

Deferred offering costs

CASH PROVIDED BY FINANCING ACTIVITIES

NET CASH PROVIDED BY FINANCING ACTIVITIES

Effect of exchange rate changes on cash

NET INCREASE (DECREASE)

AT BEGINNING OF YEAR

AT END OF YEAR

Disclosure of Cash Flow Information

paid during the year:

Disclosure of Non-Cash Investing and Financing Activities

of put premium related to conversions of convertible notes

of convertible notes and accrued interest to common stock

of accounts payable for shares of common stock

of loans to former director for shares of common stock

of loans payable including accrued interest for shares of common stock

discounts related to derivative liability

lease right-of-use asset and operating lease liability pursuant to ASC 842

fair value of warrant granted in connection with a loan payable - related party

of common stock for prepaid services (net of amortized portion)

dividend upon alternate cashless exercise of warrants

accompanying notes are an integral part of these consolidated financial statements.

BIOPHARMA, INC.

NET INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF YEAR

CASH AT END OF YEAR

Supplemental Disclosure of Cash Flow Information

Cash paid during the year:

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Reduction of put premium related to conversions of convertible notes

Conversion of convertible notes and accrued interest to common stock

Settlement of accounts payable for shares of common stock

Settlement of loans to former director for shares of common stock

Settlement of loans payable including accrued interest for shares of common stock

Deferred offering cost charged to additional paid in capital upon closing of offering

Issuance of common stock related to debt exchange agreement

Debt discounts related to derivative liability

Operating lease right-of-use asset and operating lease liability pursuant to ASC 842

Issuance of common stock and common stock issuable for prepaid services (net of amortized portion)

Deemed dividend related to Series C Preferred Stock

Reclassification of warrant liability into equity upon conversions and reclassifications

Reclassification of temporary equity into permanent equity upon amendment of Series C Preferred designation

The accompanying notes are an integral part of these consolidated financial statements.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

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Company was originally formed in Melbourne, Victoria, Australia on October 15, 2007 as Propanc PTY LTD.

On November 23, 2010,

Propanc Health Group Corporation was incorporated in the State of Delaware, and in January 2011, to reorganize the Company, all of

the outstanding shares of Propanc PTY LTD were acquired on a one-for-one basis by Propanc Health Group Corporation, with Propanc PTY

LTD becoming a wholly owned subsidiary of the Company.

July 22, 2016, the Company formed another wholly owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the

purpose of submitting an orphan drug application to the European Medicines Agency as a small and medium-sized enterprise.

On November 23, 2010, Propanc

Health Group Corporation was incorporated in the State of Delaware, and in January 2011, to reorganize the Company, all of the outstanding

shares of Propanc PTY LTD were acquired on a one-for-one basis by Propanc Health Group Corporation, with Propanc PTY LTD becoming a wholly-owned

subsidiary of the Company.

July 22, 2016, the Company formed another wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose

of submitting an orphan drug application to the European Medicines Agency as a small and medium-sized enterprise.

As of June 30, 2026,

there has been no activity within this entity.

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Presently, there are 85 granted,

allowed, or accepted patents and 5 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes

against solid tumors, covering the lead product candidate PRP.

August 7, 2024, the Company received written consent in lieu of a meeting by the holders of a majority of the voting power of the Company’s

outstanding capital stock as of August 7, 2024 and the Company’s Board of Directors approving such actions as are necessary for

the Company to proceed to, and the Company accordingly intends to, effectuate and execute a reverse stock split of the Company’s

issued and outstanding shares of common stock at a ratio of one post-split share per sixty thousand pre-split shares (1:60,000) (the

“Reverse Stock Split”).

The Reverse Stock Split became effective as of January 29, 2025.

Proportional adjustments for the

Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans.

All share and per-share

data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect

the Reverse Stock Split.

allowed, or accepted patents and 4 provisional patents filed, or under examination in key global jurisdictions relating to the use of

proenzymes against solid tumors, covering the lead product candidate PRP.

Company hopes to capture and protect additional patentable subject matter based on the Company’s field of technology relating to

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candidate, PRP, through various stages of development.

March 2026, the Company received written consent in lieu of a meeting by the holders of a majority of the voting power of the Company’s

outstanding capital stock as of March 2026 and the Company’s Board of Directors approving such actions as are necessary for the

Company to proceed to effectuate and execute a reverse stock split of the Company’s issued and outstanding shares of common stock

at a ratio of one post-split share per twenty-five pre-split shares (1:25) (the “Reverse Stock Split”).

The Reverse Stock

Split became effective as of May 18, 2026.

Proportional adjustments for the Reverse Stock Split were made to the Company’s outstanding

stock options, warrants and equity incentive plans.

All share and per-share data and amounts have been retroactively adjusted as of the

earliest period presented in the consolidated financial statements to reflect the Reverse Stock Split.

of Consolidation

consolidated financial statements include the accounts of Propanc Biopharma, Inc., the parent entity, and its wholly owned

subsidiary, Propanc PTY LTD.

consolidated financial statements include the accounts of Propanc Biopharma, Inc., the parent entity, and its wholly owned subsidiary,

Propanc PTY LTD.

All inter-company balances and transactions have been eliminated in consolidation.

Propanc (UK) Limited

was an inactive wholly owned subsidiary through June 30, 2025 and remains inactive.

Propanc (UK) Limited was an inactive

wholly owned subsidiary through June 30, 2026 and remains inactive.

preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the

4 unchanged sentences

valuation of the collectability of a refundable advance deposit, present value of the operating lease liability and related right-of-use

asset, valuation of derivatives, valuation of equity based instruments issued for other than cash, the valuation allowance on deferred

tax assets and foreign currency translation due to certain average exchange rates applied in lieu of spot rates on transaction dates.

asset, valuation of derivatives, valuation of convertible preferred stock, valuation of warrant liability, valuation of equity based

instruments issued for other than cash, the valuation allowance on deferred tax assets and foreign currency translation due to certain

average exchange rates applied in lieu of spot rates on transaction dates.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Currency Translation and Other Comprehensive Income (Loss)

14 unchanged sentences

Comprehensive Income (Loss) for all periods presented includes only foreign currency translation gains (losses).

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the

6 unchanged sentences

As of June 30, 2026 and 2025, the Company

recognized a cumulative exchange gain (loss) of approximately ($ 316,000 ) and $ 90,000 , respectively, on intercompany loans made by the

parent to the subsidiary that have not been repaid as of June 30, 2025, which is included as a component of accumulated other comprehensive

recognized a cumulative exchange gain (loss) of approximately $ 1,077,000 and ($ 316,000 ), respectively, on intercompany loans made by

the parent to the subsidiary that have not been repaid as of June 30, 2026, which is included as a component of accumulated other comprehensive

income on the accompanying consolidated balance sheets.

2 unchanged sentences

SCHEDULE OF TRANSACTION EXCHANGE RATES

June 30, 2026

June 30, 2025

Exchange rate on balance sheet dates

6 unchanged sentences

Beginning balance, June 30, 2024

Foreign currency translation

Foreign currency translation gain

Balance, June 30, 2025

Foreign currency translation

Foreign currency translation loss

Ending balance, June 30, 2026

14 unchanged sentences

approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad

12 unchanged sentences

were no cash equivalents as of June 30, 2026 and 2025.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

Advance Deposit

August 2023, the Company paid a refundable advance deposit of $ 120,958 which consisted primarily of a deposit paid to a potential lender

to be used as payment for a loan insurance premium related to a future loan transaction with the Company.

In the event, the future loan

transaction does not close, the potential lender shall return the refundable advance deposit.

During fiscal year 2024, the Company recorded

an allowance for the recoverability of this refundable advance deposit of $ 120,958 .

expenses – current portion and long-term portion of $ 7,661,967 and $ 4,190,543 , respectively, at June 30, 2026, consist primarily

of costs paid for future services which will occur between 6 months to three years.

Prepaid expenses principally include prepayments

in fully vested, non-forfeitable equity instruments for general consulting, investor relations, and business advisory services, which

are being amortized over the terms of their respective agreements.

Prepaid expenses – current portion and long-term

portion of $ 8,334,046 and $ 10,925,835 , respectively, at June 30, 2025, consist primarily of costs paid for future services which will

occur between 6 months to three years.

Prepaid expenses principally include prepayments in fully vested, non-forfeitable equity instruments

for general consulting, investor relations, and business advisory services, which are being amortized over the terms of their respective

Offering Costs

3 unchanged sentences

the balance sheet date that are directly related to the Company’s proposed public offering.

The deferred offering costs are charged

to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering

is not completed.

The deferred offering costs are

charged to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the

offering is not completed.

As of June 30, 2026 and 2025 the Company had recorded $ 0 and $ 291,773 in deferred offering costs, respectively.

6 unchanged sentences

Depreciation of

property and equipment is provided using the declining balance method.

property and equipment is provided using the straight line method.

The depreciable amount is the cost less its residual value.

1 unchanged sentence

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES

and equipment

Machinery and equipment

are stated at cost and amortized on a straight-line basis over the estimated future periods if and once the patent has been granted by

4 unchanged sentences

This practice of expensing patent costs immediately ends when a product receives market authorization from a government regulatory agency.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

of Long-Lived Assets

20 unchanged sentences

which are disclosed as operating cash flows.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

of June 30, 2026 and 2025, the Company was owed $ 13,694 and $ 5,302 , respectively, from the Australian Taxation Office.

These amounts were

fully collected subsequent to the balance sheet reporting dates.

These amounts

were fully collected subsequent to the consolidated balance sheet reporting dates.

Topic 815, Derivatives and Hedging (“ASC Topic 815”), establishes accounting and reporting standards for derivative

6 unchanged sentences

Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and

accrued interest may be converted, by the holder, into shares of the Company’s common stock, par value $ 0.001 per share (“common

stock”) at a fixed discount to the price of the common stock at or around the time of conversion.

The Company treats these convertible

notes as stock settled debt under ASC 480, “ Distinguishing Liabilities from Equity ” and measures the fair value of

the notes at the time of issuance, which is the result of the share price discount at the time of conversion and records the put premium

as interest expense.

accrued interest may be converted, by the holder, into shares of the Company’s common stock, par value $ 0.001

per share (“common stock”) at a fixed discount

to the price of the common stock at or around the time of conversion.

The Company treats these convertible notes as stock settled debt

under ASC 480, “ Distinguishing Liabilities from Equity ” and measures the fair value of the notes at the time of issuance,

which is the result of the share price discount at the time of conversion and records the put premium as interest expense.

The Company accounted for the Series C warrants issued in November 2025, in accordance with the guidance contained

in ASC 815 “Derivatives and Hedging” whereby under that provision these warrants do not meet the criteria for equity treatment

and must be recorded as a liability.

Accordingly, the Company classifies these warrant instruments as liabilities at fair value and adjusts

the instruments to fair value at each reporting period.

This liability is re-measured at each balance sheet date until the warrants are

exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations.

The fair value of

these warrants is estimated using a Monte Carlo simulation model.

Such warrant classification is also subject to re-evaluation at each

reporting period (see Note 8 – Series C Warrants).

Series C Preferred

Stock Subject to Possible Redemption

The Company accounted

for its Series C Convertible Preferred Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

Liabilities from Equity.” Conditionally redeemable Series C Preferred stock that features mandatory redemption rights not solely

within the Company’s control is classified as temporary equity.

The Company’s Series C Preferred stock features certain redemption

rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Series C preferred stock subject to possible redemption was presented at redemption value as temporary equity, outside of the stockholders’

equity section of the Company’s consolidated balance sheets (see Note 8).

Company is governed by Australia and United States income tax laws, which are administered by the Australian Taxation Office and the

13 unchanged sentences

upon the adoption of ASC 740 and in subsequent periods.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

and Development Costs and Tax Credits

13 unchanged sentences

The concession is recognized as a tax benefit, in operations, upon receipt.

each of the fiscal years ended June 30, 2025 and 2024, the Company applied for, and received from the Australian Taxation Office, a research

and development tax credit in the amount of $ 0 and $ 129,132 , respectively, which is reflected as a tax benefit in the accompanying consolidated

statements of operations and comprehensive income (loss).

The Company has submitted its request for the refundable credit covering the

period for the year ended June 30, 2025 and is still waiting receipt of the funds.

Company applies for research and development tax credit to the Australian Taxation Office.

During each of the fiscal years ended June

30, 2026 and 2025, the Company received research and development tax credit in the amount of $ 0 .

The Company will submit its request

for the refundable credit covering the period for the year ended June 30, 2026 and is subject to approval.

Based Compensation

8 unchanged sentences

The Company used the modified prospective method of

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

19 unchanged sentences

and administrative expenses.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

and Diluted Net Loss Per Common Share

16 unchanged sentences

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS

June 30, 2026

June 30, 2025

Warrants with no designations

Series A Warrants as if converted at alternate

cashless exercise prices

Series C Warrants as if converted at alternate

cashless exercise prices *

Series C Preferred Stock Warrants

Convertible Series C Preferred stock

Convertible Debt

convertible ratably upon exercise of Series B Warrants

Company uses “the management approach” in determining reportable operating segments.

12 unchanged sentences

The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.

The single segment

constitutes all the consolidated entity, and the accompanying consolidated financial statements and the notes to the accompanying consolidated

financial statements are representative of such amounts.

For the years ended June 30, 2025 and 2024, the Company operates in one operating

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

segment constitutes all the consolidated entity, and the accompanying consolidated financial statements and the notes to the accompanying

consolidated financial statements are representative of such amounts.

For the years ended June 30, 2026 and 2025, the Company operates

in one operating segment.

Reclassifications

prior period amounts have been reclassified to conform to the current period presentation.

The reclassified amounts have no impact on

the Company’s previously reported financial position or results of operations and relates to the presentation of $ 23,296,390 compensation

and related taxes and $ 33,622,510 professional and consulting expenses being reclassified out of administration expenses and shown separately

on the consolidated statements of operations for the year ended June 30, 2025.

Accounting Pronouncements

have reviewed the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update

(“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported

and in future periods.

We have carefully considered the new pronouncements that alter previous generally accepted accounting

principles and do not believe that any new or modified principles will have a material impact on the Company’s reported

financial position or operations in the near term with the exception of those disclosed below.

The applicability of any standard is

subject to formal review of the Company’s financial management.

November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) requiring additional

disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more

information about an entity’s expenses.

This standard requires disclosures about specific types of expenses included in the

expense captions presented on the face of the income statement as well as disclosures about selling expenses.

ASU 2024-03 applies to

all public business entities (PBEs) and is effective for annual reporting periods beginning after December 15, 2026, and interim

reporting periods within annual reporting periods beginning after December 15, 2027.

The requirements will be applied prospectively

with the option for retrospective application.

have reviewed the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)

accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods.

We have carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that

any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near

term with the exception of those disclosed below.

The applicability of any standard is subject to formal review of the Company’s

financial management.

November 4, 2024 the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) requiring additional disclosure

of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about

an entity’s expenses.

This standard requires disclosures about specific types of expenses included in the expense captions presented

on the face of the income statement as well as disclosures about selling expenses.

ASU 2024-03 applies to all public business entities

(PBEs) and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting

periods beginning after December 15, 2027.

The requirements will be applied prospectively with the option for retrospective application.

Early adoption is permitted.

The Company is currently evaluating the impact the

adoption of ASU 2024-03 may have on the Company’s consolidated financial statements.

The Company is currently evaluating the impact the adoption of ASU 2024-03 may have on the Company’s

consolidated financial statements.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

December 8, 2025, the FASB issued ASU 2025-11 – Interim Reporting (“ASU 2025-11”) which is intended to improve

the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies.

Under the amendments, an entity is

subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP.

ASU 2025-11 also addresses the form

and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose

events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim

reporting periods within annual reporting periods beginning after December 15, 2027 and early adoption is permitted.

The Company is currently

evaluating the impact the adoption of ASU 2025-11 may have on the Company’s consolidated financial statements.

December 17, 2025, the FASB issued ASU 2025-12, Codification Improvements.

The amendments in this update are to make other incremental

improvements to GAAP and facilitate codification updates for a broad range of Topics arising from technical corrections, unintended application

of the codification, clarifications, and other minor improvements.

The resulting amendments are collectively referred to as Codification

improvements.

ASU 2025-12 is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting

periods within those annual reporting periods.

The Company is currently evaluating the impact the adoption of ASU 2025-12 may have on

the Company’s consolidated financial statements.

2 – GOING CONCERN

11 unchanged sentences

After deducting the underwriting

commissions and offering expenses, the Company received net proceeds of $ 3,340,000 .

commissions and offering expenses, the Company received net proceeds of approximately $ 3.3 million (see Note 8).

Additionally, on November

4, 2025, the Company sold 100 shares of Series C Preferred Stock of the Company and Warrants to purchase up to an additional 9,900 shares

of Series C Preferred Stock, at an exercise price of $ 10,000 per Warrant share in exchange for cash payment of $ 1,000,099 to the Company

before deducting offering cost (see Note 8).

Additionally, the Company received proceeds of $ 3,000,000 from the exercise of Series C

completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future

3 unchanged sentences

The Company’s ability to continue as a going concern is also dependent on its ability to further

develop and execute its business plan.

develop and execute on its business plan.

However, there can be no assurances that any or all of these endeavors will be successful.

1 unchanged sentence

and equipment consist of the following as of June 30:

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

OF PROPERTY PLANT AND EQUIPMENT

Office equipment at cost

Accumulated depreciation

Total property, plant,

and equipment

Total property, plant, and equipment

expense for the years ended June 30, 2026 and 2025 was $ 997 and $ 0 , respectively.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

4 – DUE TO AND LOANS FROM FORMER DIRECTOR - RELATED PARTY

5 unchanged sentences

The Company was not charged interest under these advances.

The total amount owed the former director at June 30,

2025 and 2024 were $ 0 and $ 29,759 , respectively.

On January 23, 2025, the Company entered into a Debt Exchange Agreement (“the

Debt Exchange”) with the former director (see below) to settle such debt.

The total amount owed to the former director at June

30, 2026 and 2025 were $ 0 for both periods.

On January 23, 2025, the Company entered into a Debt Exchange Agreement (“the Debt

Exchange”) with the former director (see below) to settle such debt.

from Former Director - Related Party

from the Company’s former director at June 30, 2025 and 2024 were $ 0 and $ 49,528 , respectively.

The loan bore no interest and was

payable on demand.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

January 23, 2025, the Company entered into a Debt Exchange with the former director and issued 30,000

shares of common stock in exchange for the total outstanding loans of $ 74,395

(which also includes the $ 29,759

amount as noted above under due to former director).

Those shares were valued at approximately $ 13

per share or $ 375,000 ,

being the closing price of the stock on the date of grant to the former director.

Accordingly, the fair market value of the shares

issued was $ 375,000 ,

resulting in a loss on extinguishment of debt at the time of exchange of $ 300,605

during the year ended June 30, 2025.

from the Company’s former director at June 30, 2026 and 2025 were $ 0 for both periods.

The loan bore no interest and was payable

January 23, 2025, the Company entered into a Debt Exchange with the former director and issued 1,200 shares of common stock in exchange

for the total outstanding loans of $ 74,395 .

Those shares were valued at approximately $ 325 per share or $ 375,000 , being the closing price

of the stock on the date of grant to the former director.

Accordingly, the fair market value of the shares issued was $ 375,000 , resulting

in a loss on extinguishment of debt at the time of exchange of $ 300,605 during the year ended June 30, 2025.

payable - Related Party

2 unchanged sentences

Additionally, in August 2024, the same affiliated institutional investor loaned the Company an amount of $ 85,000 AUD ($ 57,639

These loans bear no interest and are payable on demand.

These loans are payable on demand and were non-interest bearing.

In September 2025, the Company agreed to pay interest of 12 % per

annum beginning from the funding date of these loans.

The Company repaid $ 16,428 USD including additional interest expense of $ 4,805

USD on February 12, 2026.

Additionally, the Company repaid $ 16,188 USD including interest expense of $ 4,793 USD on April 28, 2026.

August 1, 2024, the Company entered and closed a loan agreement with an institutional investor affiliated with one of our directors,

12 unchanged sentences

These loans bear no interest and are payable on demand.

The Company repaid $ 12,000 AUD of this

loan on August 19, 2025.

The Company repaid $ 12,000 AUD ($ 7,774

USD) of this loan on August 19, 2025.

In September 2025, the Company agreed to pay interest of 12 % per annum beginning from the funding

date of these loans.

The Company repaid the remaining balance of $ 3,000 AUD ($ 1,957 USD) including additional interest expense of $ 319

USD on February 12, 2026.

December 3, 2024, the Company entered and closed a loan agreement with an institutional investor affiliated with one of our directors,

9 unchanged sentences

This loan bore no interest and was payable on demand.

The Company fully repaid this loan on August 19, 2025.

April 12, 2025, the Company entered and closed a loan agreement with an institutional investor affiliated with one of our directors,

Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $ 63,188

AUD ($ 39,625

The Company used the net proceeds for general working capital purposes.

The maturity date was June 30, 2025.

The loan bore

an interest rate of 12 %

per annum and default interest rate of 18 %

The Company fully repaid this loan on August 19, 2025.

June 13, 2025, the Company entered and closed a loan agreement with an institutional investor affiliated with one of our directors,

The Company fully repaid $ 15,485 USD including additional interest

expense of $ 1,169 on August 19, 2025.

April 12, 2025, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,

Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $ 63,188 AUD ($ 39,625 USD).

3 unchanged sentences

12 % per annum and default interest rate of 18 % per annum.

The Company fully repaid this loan on August 19, 2025.

loans payable – related parties amounted to $ 415,329

as of June 30, 2025 and 2024, respectively.

Accrued interest as of June 30, 2025, and 2024 was $ 26,452 and $ 0 , respectively.

payable -long-term- Related Party

The Company fully repaid $ 39,625 USD including additional interest expense

of $ 1,818 on August 19, 2025.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

June 13, 2025, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,

Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $ 15,000 AUD ($ 9,675 USD).

used the net proceeds for general working capital purposes.

The maturity date was on June 30, 2025 .

The loan bore an interest rate of

12 % per annum and default interest rate of 18 % per annum.

The Company fully repaid $ 9,675 USD including additional interest expense of

$ 257 on August 19, 2025.

July 3, 2025 and August 14, 2025, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company

an aggregate of $ 120,000 AUD ($ 78,249 USD).

These loans bore no interest and were payable on demand.

The Company fully repaid these loans

on August 19, 2025.

July 5, 2023, the Company and an institutional investor affiliated with one of our directors, Josef Zelinger, entered into a letter agreement,

11 unchanged sentences

stock price at valuation date of $ 178,500

based on the closing price of common stock at date of grant, exercise price of $ 600 , dividend yield of zero, expected term of 3.00 , a

risk-free rate of 4.59 %, and expected volatility of 268 %.

based on the closing price of common stock at date of grant, exercise price of $ 15,000 , dividend yield of zero, expected term of 3.00 ,

a risk-free rate of 4.59 %, and expected volatility of 268 %.

The debt discount shall be amortized over the term of this loan.

1 unchanged sentence

third-party investor which had been in default.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

interest from this loan amounted to $ 15,158

as of June 30, 2024.

Amortization of debt discount from this loan for fiscal year 2024 was $ 46,470 .

The total principal outstanding under this loan was $ 153,256

and remaining unamortized debt discount of $ 94,614

as of June 30, 2024, as reflected in the accompanying consolidated balance sheet as loan payable – long-term – related

party, net of discount of $ 58,642 .

interest from this loan amounted to $ 30,483

as of June 30, 2025.

Amortization of debt discount for fiscal year 2025 was $ 46,985 .

The total principal outstanding under this loan was $ 153,256

and remaining debt discount of $ 47,629

as of June 30, 2025, as reflected in the accompanying consolidated balance sheet as loan payable – long-term – related

party, net of discount of $ 105,627 .

Amortization of debt discount for the years ended June 30, 2026 and 2025 was $ 46,985

for both periods.

The total principal outstanding under this loan was $ 153,256 and remaining debt discount of $ 47,629 as of June 30,

2025 as reflected in the accompanying consolidated balance sheet as loan payable – long-term – related party, net of discount

of $ 105,627 .

The total principal outstanding under this loan, net of discount was $ 152,612 ($ 153,256 principal and remaining unamortized

debt discount of $ 644 ) as of June 30, 2026 and has been reclassified as a short-term loan.

remaining balance of all the above loans payable – related parties, net of discount amounted to $ 460,809 and $ 415,329 as of June

30, 2026 and 2025, respectively.

Accrued interest for all of the above loans payable – related parties as of June 30, 2026, and

2025 was $1 28,318 and $ 56,935 , respectively.

October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC (“Crown

1 unchanged sentence

Note”), which had a remaining principal balance of $ 0

as of June 30, 2025 and 2024.

The maturity date of the Crown Bridge Note was October 3, 2020 and is currently past due.

Bridge Note bore interest at a default interest rate of 15 %

and $ 65,280 as of June 30, 2026 and 2025, respectively.

The maturity date of the Crown Bridge Note was October

3, 2020 and was past due.

The Crown Bridge Note bore interest at a default interest rate of 15 %

In August 2022, the SEC filed a complaint against Crown Bridge due to its violation of Section 15(a)(1) of the Securities

4 unchanged sentences

the remaining principal balance of $ 65,280

from a convertible note into a loan payable which is the principal balance at June 30, 2025, and 2024.

Additionally, the Company

recorded the remaining put premium of $ 43,520

into gain on extinguishment of debt during fiscal year 2023.

The total accrued interest from this loan amounted to $ 55,360 and

from a convertible note into a loan payable which is the principal balance at June 30, 2025.

The total accrued interest from this

loan amounted to $ 0 and $ 55,360

as of June 30, 2026 and 2025, respectively.

January 7, 2026, the Company entered into an Exchange Agreement with Crown Bridge and issued 15,792 shares of common stock in exchange

for the total outstanding balance of $ 65,280 and accrued interest of $ 60,484 .

Those shares were valued at approximately $ 13 per share

or $ 200,000 , being the closing price of the stock on the date of grant, resulting in a loss on extinguishment of debt at the time of

exchange of $ 74,236 .

Accordingly, the remaining principal balance and accrued interest at June 30, 2026 is $ 0 .

Payable - others

June 2024, the Company entered into loan agreements with two investors who loaned the Company an aggregate of $ 120,000

AUD ($ 79,811

June 2024, the Company entered into loan agreements with two investors who loaned the Company an aggregate of $ 120,000 AUD ($ 79,811 USD).

The maturity dates of these loans were both in June 2025.

These loans bore interest at a rate of 12 %

On February 5, 2025, the Company entered into a Debt Exchange Agreements with the two investors and issued an aggregate

of 30,000 shares

of common stock in exchange for the total outstanding loan including accrued interest of $ 86,248 .

Those shares were valued at $ 10 per

share or $ 300,000 ,

These loans bore interest at a rate of 12 % per annum.

On February 5, 2025,

the Company entered into a Debt Exchange Agreements with the two investors and issued an aggregate of 1,200 shares of common stock in

exchange for the total outstanding loan including accrued interest of $ 86,248 .

Those shares were valued at $ 250 per share or $ 300,000 ,

being the closing price of the stock on the date of grant to the two investors.

Accordingly, the fair market value of the shares

issued was $ 300,000 ,

resulting in a loss on extinguishment of debt at the time of exchange of $ 213,752

during the year ended June 30, 2025.

As of June 30, 2025, and 2024, the total balance of these loans amounted to $ 0

and $ 79,811 ,

respectively, and accrued interest of $ 6,286

respectively.

The Company fully paid the accrued interest of $ 6,286

on August 27, 2025.

Accordingly, the fair market value of the shares issued

was $ 300,000 , resulting in a loss on extinguishment of debt at the time of exchange of $ 213,752 during the year ended June 30, 2025.

As of June 30, 2025, the total balance of these loans amounted to $ 0 and accrued interest of $ 6,286 .

The Company fully paid the accrued

interest of $ 6,286 on August 27, 2025.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

aggregate principal outstanding on the above loans was $ 0 and $ 65,280 as of June 30, 2026 and 2025, respectively.

Crown Bridge Note is currently past due and in default, consisting of $ 65,280

principal and $ 55,360

accrued interest, which includes interest accruing at the default interest rate at 15 %.

Loans payable – related party for

total principal amount of $ 260,485 and accrued interest of $ 26,452 with maturity dates between November 2024 and June 2025 were in default

as of June 30, 2025.

payable – related party for total principal amount of $ 211,545 and accrued interest of $ 59,658 , which includes interest accruing

at the default interest rate at 18 % with maturity dates between November 2024 and April 2025, were in default as of June 30, 2026.

6 – NOTE PAYABLE AND CONVERTIBLE NOTES

Company’s promissory notes outstanding at June 30, 2025 and 2024 were as follows:

Company’s promissory notes outstanding were as follows:

SCHEDULE OF PROMISSORY NOTES OUTSTANDING

June 30, 2026

June 30, 2025

Principal amounts of notes payable

12 unchanged sentences

liquidation and failure by the Company to pay the principal and interest due under the Promissory Note.

On May 7, 2024, August 2023

On May 7, 2024, the August 2023

Lender notified the Company that the 130 % default repayment plus interest will be waived and shall extend the maturity of the Promissory

7 unchanged sentences

As of June 30, 2025, the Promissory Note was in default.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

May 7, 2025, the Company entered into a promissory note agreement with an institutional investor, pursuant to which the investor agreed

4 unchanged sentences

Repayment of the note may occur as follows:

(a) if the Company repays this note on or before June 7,

(a) if the Company repaid this note on or before June 7,

2025, then Company shall pay investor in cash the sum of one hundred percent (100%) of the sum of the outstanding principal amount of

the note (the “Principal Amount”) at such time, all accrued interest unpaid at such time, and any other payment due;

(b) if the Company repays the note after June 7, 2025 and on or before July 7, 2025, then Company shall pay investor in cash the sum

(b) if the Company repaid the note after June 7, 2025 and on or before July 7, 2025, then Company shall pay investor in cash the sum

of one hundred twenty percent (120%) of the sum of the outstanding Principal Amount at such time, all accrued interest unpaid at such

8 unchanged sentences

Repayment of the note may occur as follows:

(a) if the Company repays this note on or before July 7,

(a) if the Company repaid this note on or before July 7,

2025, then Company shall pay investor in cash the sum of one hundred percent (100%) of the sum of the outstanding principal amount of

the note (the “Principal Amount”) at such time, all accrued interest unpaid at such time, and any other payment due;

(b) if the Company repays the note after July 7, 2025 and on or before August 7, 2025, then Company shall pay investor in cash the sum

(b) if the Company repaid the note after July 7, 2025 and on or before August 7, 2025, then Company shall pay investor in cash the sum

of one hundred twenty percent (120%) of the sum of the outstanding Principal Amount at such time, all accrued interest unpaid at such

1 unchanged sentence

agree to effect repayment.

interest from these notes amounted to $ 5,718 and $ 15,536 as of June 30, 2025 and 2024, respectively.

Amortization of debt discount from

these notes for fiscal year 2025 and 2024 was $ 21,512 and $ 12,000 , respectively.

As of June 30, 2025 and 2024, the total principal outstanding

under these notes was $ 352,405 and $ 132,000 , respectively, and remaining debt discount of $ 3,488 and $ 0 as of June 30, 2025 and 2024,

respectively, as reflected in the accompanying consolidated balance sheet as notes payable, net of discount.

August 19, 2025, the Company fully repaid the total principal for all the above mentioned promissory notes amounting $ 352,405

including total accrued interest and default penalty of $ 34,320 .

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

July 18, 2025, the Company entered into a promissory note agreement with an investor, pursuant to which the investor agreed to purchase

a promissory note from the Company in the aggregate principal amount of $ 82,500 , for a purchase price of $ 75,000 .

Such note was a non-convertible

The Company used the net proceeds therefrom for general working capital purposes.

The maturity date of the note was September 15,

2025 and bore interest at a rate of 10 % per annum and default interest rate of 18 % per annum.

Repayment of the note may occur as follows:

(a) if the Company repaid this note on or before August 18, 2025, then Company shall pay investor in cash the sum of one hundred percent

(100%) of the sum of the outstanding principal amount of the note (the “Principal Amount”) at such time, all accrued interest

unpaid at such time, and any other payment due;

and (b) if the Company repaid the note after August 18, 2025 and on or before September

18, 2025, then Company shall pay investor in cash the sum of one hundred twenty percent (120%) of the sum of the outstanding Principal

Amount at such time, all accrued interest unpaid at such time, and any other payment due (the “Maximum Repayment Amount”)

or (b) at such time as the Company and the investor may agree to effect repayment.

August 19, 2025, the Company fully repaid the total principal for all the above mentioned promissory notes amounting $ 434,905 including

total accrued interest, default and prepayment penalty of $ 35,076 .

of June 30, 2026 and 2025, the total principal outstanding under these notes was $ 0 and $ 352,405 , respectively, and remaining debt discount

of $ 0 and $ 3,488 as of June 30, 2026 and 2025, respectively, as reflected in the accompanying consolidated balance sheet as notes payable,

net of discount.

Accrued interest from these notes amounted to $ 0 and $ 5,718 as of June 30, 2026 and 2025, respectively.

of debt discount from these notes for the years ended 2026 and 2025 was $ 3,488 and $ 21,512 , respectively.

Diagonal Lending Promissory Notes

1 unchanged sentence

and financing costs of $ 6,000 for net proceeds of $ 35,000 with 1800 Diagonal Lending, LLC.

The principal and accrued interest is payable

The principal and accrued interest was payable

on or before March 30, 2025.

Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate

of twenty two percent ( 22 %) per annum from the due date thereof until the same is paid.

Accrued, unpaid interest and outstanding principal,

subject to adjustment, shall be paid on November 30, 2024 in the amount of $ 28,290 and 4 payments each in the amount of $ 7,072.50 (a

total payback to the Holder of $ 56,580 ).

The first payment of $ 7,072.50 shall be due on December 30, 2024 with 3 subsequent payments

Any amount of principal or interest on this note which was not paid when due shall bear interest at the

rate of twenty two percent ( 22 %) per annum from the due date thereof until the same was paid.

Accrued, unpaid interest and outstanding

principal, subject to adjustment, were to be paid on November 30, 2024 in the amount of $ 28,290 and 4 payments each in the amount of

$ 7,072.50 (a total payback to the Holder of $ 56,580 ).

The first payment of $ 7,072.50 was due on December 30, 2024 with 3 subsequent payments

each month thereafter.

The Company shall have a five (5) day grace period with respect to each payment.

In November 2024, the Company

fully paid the principal of $ 49,200 and accrued interest of $ 5,683 .

June 10, 2024, the Company entered a 15 %

promissory note in the amount of $ 49,200

less original issue discount of $ 8,200

and legal and financing costs of $ 6,000

for net proceeds of $ 35,000

with 1800 Diagonal Lending, LLC.

The principal and accrued interest is payable on or before April 15, 2025.

Any amount of principal

or interest on this note which is not paid when due shall bear interest at the rate of twenty-two percent ( 22 %)

per annum from the due date thereof until the same is paid.

Accrued unpaid interest and outstanding principal, subject to

adjustment, shall be paid on December 15, 2024 in the amount of $ 28,290

and 4 payments each in the amount of $ 7,073

The Company had a five (5) day grace period with respect to each payment.

In November 2024, the Company fully

paid the principal of $ 49,200 and accrued interest of $ 5,683 .

June 10, 2024, the Company entered a 15 % promissory note in the amount of $ 49,200 less original issue discount of $ 8,200 and legal and

financing costs of $ 6,000 for net proceeds of $ 35,000 with 1800 Diagonal Lending, LLC.

The principal and accrued interest was payable

on or before April 15, 2025.

Any amount of principal or interest on this note which was not paid when due shall bear interest at the

rate of twenty-two percent ( 22 %) per annum from the due date thereof until the same was paid.

Accrued unpaid interest and outstanding

principal, subject to adjustment, were to be paid on December 15, 2024 in the amount of $ 28,290 and 4 payments each in the amount of

$ 7,073 (a total payback to the Holder of $ 56,580 ).

The first payment of $ 7,073

shall be due on January 15, 2025, with 3 subsequent payments each month thereafter.

The Company shall have a five (5) day grace

period with respect to each payment.

In November 2024, the Company fully paid the principal of $ 49,200

and accrued interest of $ 5,683 .

The first payment of $ 7,073 was due on January 15, 2025, with 3 subsequent payments

each month thereafter.

The Company had a five (5) day grace period with respect to each payment.

In November 2024, the Company fully

paid the principal of $ 49,200 and accrued interest of $ 5,683 .

January 31, 2025, the Company entered into and closed a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant

1 unchanged sentence

for a purchase price of $ 56,000 .

The Company intends to use the net proceeds therefrom for general working capital purposes.

date of the note is November 30, 2025 and the note bears a one-time interest charge of fifteen percent that shall be applied on the issuance

Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5) payments , with the first on

July 30, 2025, for $ 37,375 , and the other four payments of $ 9,344 on August 30, 2025, September 30, 2025, October 30, 2025 and November

The Company used the net proceeds therefrom for general working capital purposes.

The maturity date

of the note was November 30, 2025 and the note bore a one-time interest charge of fifteen percent that was applied on the issuance date.

Accrued, unpaid interest and outstanding principal, subject to adjustment, were to be paid in five (5) payments, with the first on July

30, 2025 for $ 37,375 , and the other four payments of $ 9,344 on August 30, 2025, September 30, 2025, October 30, 2025 and November 30,

2025 (a total payback to the Holder of $ 74,750 ).

The Company shall have a five (5) day grace period with respect to each payment.

March 25, 2025, the Company entered and closed a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant

The Company had a five (5) day grace period with respect to each payment.

and August 2025, the Company fully paid the principal of $ 65,000 including interest of $ 9,750 .

March 25, 2025, the Company entered into and closed a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant

to which the Investor agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 79,200 ,

for a purchase price of $ 67,000 .

Company intends to use the net proceeds therefrom for general working capital purposes.

The maturity date of the note is January

30, 2026 , and the note bears a one-time interest charge of fifteen percent that shall be applied on the issuance date.

Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5) payments , with the first

on September 30, 2025, for $ 45,540 ,

and the other four payments of $ 11,385

on October 30, 2025, November 30, 2025, December 30, 2025 and January 30, 2026 (a total payback to the Holder of $ 91,080 ).

The Company shall have a five (5) day grace period with respect to each payment.

June 13, 2025, the Company entered into a 15 %

promissory note in the aggregate principal amount of $ 67,860 ,

for a purchase price of $ 58,000 .

This note contains original issue discount of $ 8,000

and legal and financing costs of $ 9,860

for net proceeds of $ 50,000

with 1800 Diagonal Lending, LLC.

The maturity date of the note

15, 2026 and the note bears a one-time interest

charge of fifteen percent that shall be applied on the issuance date.

Accrued, unpaid interest and outstanding principal, subject to

adjustment, shall be paid in five (5) payments, with the first on December 15, 2025 for $ 39,020 ,

and the other four payments on January 15, 2026, February 15, 2026, March 15, 2026 and April 15, 2026, each for $ 9,755

(a total payback to the Holder of $ 78,039 ).

The Company shall have a five (5) day grace period with respect to each payment.

BIOPHARMA, INC.

The Company used the net proceeds therefrom for general working capital purposes.

The maturity date

of the note was January 30, 2026 and the note bore a one-time interest charge of fifteen percent that were to be applied on the issuance

Accrued, unpaid interest and outstanding principal, subject to adjustment, were to be paid in five (5) payments, with the first

on September 30, 2025 for $ 45,540 , and the other four payments of $ 11,385 on October 30, 2025, November 30, 2025, December 30, 2025 and

January 30, 2026 (a total payback to the Holder of $ 91,080 ).

The Company had a five (5) day grace period with respect to each payment.

In August 2025, the Company fully paid the principal of $ 79,200 including interest of $ 11,880 .

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

June 13, 2025, the Company entered into a 15 % promissory note in the aggregate principal amount of $ 67,860 , for a purchase price of $ 58,000 .

This note contained original issue discount of $ 8,000 and legal and financing costs of $ 9,860 for net proceeds of $ 50,000 with 1800 Diagonal

Lending, LLC.

The maturity date of the note was April 15, 2026 and the note bore a one-time interest charge of fifteen percent that were

to be applied on the issuance date.

Accrued, unpaid interest and outstanding principal, subject to adjustment, were to be paid in five

(5) payments, with the first on December 15, 2025 for $ 39,020 , and the other four payments on January 15, 2026, February 15, 2026, March

15, 2026 and April 15, 2026, each for $ 9,755 (a total payback to the Holder of $ 78,039 ).

The Company had a five (5) day grace period

with respect to each payment.

In August 2025, the Company fully paid the principal of $ 67,860 including interest of $ 10,179 .

Company had the right to accelerate payments or prepay in full at any time with no prepayment penalty.

At any time following an event

of default, the noteholder shall have the right, to convert all or any part of the outstanding and unpaid amount of these notes into

shares of common stock.

The conversion price of the above notes shall mean 65 % multiplied by the lowest trading price for the common

stock during the 10 trading days prior to the conversion date (representing a discount rate of 35 %) subject to a 4.99 % beneficial ownership

Upon the occurrence of any event of defaults, these notes shall be immediately due and payable in an amount equal to 150 %

default percentage multiplied by the sum of the outstanding principal balances plus accrued interest and default interest.

of June 30, 2025 and 2024 the total balance of these 1800 Diagonal Lending promissory notes amounted to $ 212,060 and $ 98,400 , respectively

and accrued interest of $ 7,638 and $ 1,193 , respectively.

of default, the noteholder had the right, to convert all or any part of the outstanding and unpaid amount of these notes into shares

of common stock.

The conversion price of the above notes was 65 % multiplied by the lowest trading price for the common stock during the

10 trading days prior to the conversion date (representing a discount rate of 35%) subject to a 4.99 % beneficial ownership limitations.

Upon the occurrence of any event of defaults, these notes shall be immediately due and payable in an amount equal to 150 % default percentage

multiplied by the sum of the outstanding principal balances plus accrued interest and default interest.

July 2025 and August 2025, the Company fully repaid the total principal amount of $ 212,060 including accrued interest for the above 1800

Diagonal Lending promissory notes.

of June 30, 2026 and 2025 the total balance of these 1800 Diagonal Lending promissory notes amounted to $ 0 and $ 212,060 , respectively

and accrued interest of $ 0 and $ 7,638 , respectively.

Road Holdings Promissory Note

6 unchanged sentences

Accrued interest and outstanding principal,

subject to adjustment, shall be paid on June 15, 2025 in the amount of $ 28,290 and 4 payments each in the amount of $ 7,072 (a total

payback to the Holder of $ 56,580 ).

The first payment of $ 7,072 is due on July 15, 2025 with 3 subsequent payments each month thereafter.

The Company had a five (5) day grace period with respect to each payment.

subject to adjustment, was paid on June 15, 2025 in the amount of $ 28,290 and 4 payments each in the amount of $ 7,072 (a total payback

to the Holder of $ 56,580 ).

The first payment of $ 7,072 was due on July 15, 2025 with 3 subsequent payments each month thereafter.

Company had a five (5) day grace period with respect to each payment.

Company had the right to accelerate payments or prepay in full at any time with no prepayment penalty.

At any time following an event

of default, the noteholder has the right, to convert all or any part of the outstanding and unpaid amount of the note into shares of

of default, the noteholder had the right, to convert all or any part of the outstanding and unpaid amount of the note into shares of

common stock.

The conversion price of the note is equal to 65 % multiplied by the lowest trading price for the common stock during the

The conversion price of the note was equal to 65 % multiplied by the lowest trading price for the common stock during the

10 trading days prior to the conversion date (representing a discount rate of 35 %) subject to a 4.99 % beneficial ownership limitations.

Upon the occurrence of any event of defaults, the note shall be immediately due and payable in an amount equal to 150 % default percentage

Upon the occurrence of any event of defaults, the note was immediately due and payable in an amount equal to 150 % default percentage

multiplied by the sum of the outstanding principal balances plus accrued interest and default interest.

1 unchanged sentence

$ 303 , respectively, after the payment of the first installment of $ 28,290 in June 2025.

In August 2025, the Company paid the 3 installment

payments of $ 7,072 for a total amount of $ 21,217 for the above Red Road Holdings promissory note.

total balance of the above nine promissory notes, net of unamortized discount of $ 45,965 was $ 543,312 at June 30, 2025.

The total balance

of the above three promissory notes, net of unamortized discount of $ 25,706 was $ 204,694 at June 30, 2024.

Company’s convertible notes outstanding at June 30, 2025 and 2024 were as follows:

As of June 30, 2026, the total balance of principal

and accrued interest of the Red Road Holdings promissory note amounted to $ 0 after the full payment of the principal of $ 24,812 including

interest of $ 3,478 in July 2025 and August 2025.

total balance of the above promissory notes, net of unamortized discount of $ 45,965 was $ 543,312 at June 30, 2025.

As of June 30, 2026

the total balance of the above promissory notes amounted to $ 0 and accrued interest of $ 0 .

Company’s convertible notes outstanding were as follows:

SCHEDULE OF CONVERTIBLE NOTES

June 30, 2026

June 30, 2025

Convertible notes and debenture

Unamortized discounts

Convertible notes,

Diagonal Lending (formerly known as Sixth Street Lending) Securities Purchase Agreements

30, 2022 Securities Purchase Agreement

June 30, 2022, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC (“1800 Diagonal”),

which closed on July 11, 2022, pursuant to which 1800 Diagonal purchased a convertible promissory note (the “July 11, 2022 1800

Diagonal Note”) from the Company in the aggregate principal amount of $ 105,000 , such principal and the interest thereon were convertible

into shares of common stock at the option of 1800 Diagonal any time after 180 days of the July 11, 2022 1800 Diagonal Note.

11, 2022 1800 Diagonal Note contained debt issue cost of $ 3,750 .

The Company used the net proceeds from the July 11, 2022 1800 Diagonal

Note for general working capital purposes.

The maturity date of the July 11, 2022 1800 Diagonal Note was June 30, 2023 .

The 1800 Diagonal

Note bore interest at a rate of 8 % per annum, which interest was payable in shares of common stock;

but was not payable until the maturity

date or upon acceleration or by prepayment of such note.

BIOPHARMA, INC.

Convertible notes, net

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

29, 2023 Securities Purchase Agreement

June 29, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal, which closed on July 6, 2023, pursuant to

which 1800 Diagonal purchased a convertible promissory note (the “July 6, 2023 1800 Diagonal Note”) from the Company in the

aggregate principal amount of $ 65,000 , such principal and the interest thereon were convertible into shares of the Company’s common

stock at the option of 1800 Diagonal any time after 180 days of the July 6, 2023 1800 Diagonal Note.

The July 6, 2023 1800 Diagonal Note

contained debt issue costs of $ 5,000 .

The Company used the net proceeds for general working capital purposes.

The maturity date was June

19, 2023 Securities Purchase Agreement

July 19, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC pursuant to which 1800 Diagonal

purchased a convertible promissory note (the “July 19, 2023 1800 Diagonal Note”) from the Company in the aggregate principal

amount of $ 45,000 , such principal and the interest thereon were convertible into shares of the Company’s common stock at the option

of 1800 Diagonal any time after 180 days of the July 19, 2023 1800 Diagonal Note.

The July 19, 2023 1800 Diagonal Note contained debt

issue costs of $ 5,000 .

The Company used the net proceeds for general working capital purposes.

The maturity date was July 19, 2024 .

16, 2023 Securities Purchase Agreement

August 16, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC pursuant to which 1800 Diagonal

purchased a convertible promissory note (the “August 16, 2023 1800 Diagonal Note”) from the Company in the aggregate principal

amount of $ 55,000 , such principal and the interest thereon were convertible into shares of the Company’s common stock at the option

of 1800 Diagonal any time after 180 days of the August 16, 2023 1800 Diagonal Note.

The August 16, 2023 1800 Diagonal Note contained

debt issue costs of $ 5,000 .

The Company used the net proceeds for general working capital purposes.

The maturity date was August 16,

20, 2023 Securities Purchase Agreement

October 20, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC pursuant to which 1800 Diagonal

purchased a convertible promissory note (the “October 20, 2023 1800 Diagonal Note”) from the Company in the aggregate principal

amount of $ 40,000 , such principal and the interest thereon were convertible into shares of the Company’s common stock at the option

of 1800 Diagonal any time after 180 days of the October 20, 2023 1800 Diagonal Note.

The October 20, 2023 1800 Diagonal Note contained

debt issue costs of $ 5,000 .

The Company used the net proceeds for general working capital purposes.

The maturity date was October 20,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Diagonal Lending (formerly known as Sixth Street Lending) Securities Purchase Agreements

22, 2025 Securities Purchase Agreement

November 29, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC pursuant to which 1800 Diagonal

purchased a convertible promissory note (the “November 29, 2023 1800 Diagonal Note”) from the Company in the aggregate principal

amount of $ 45,000 , such principal and the interest thereon were convertible into shares of the Company’s common stock at the option

of 1800 Diagonal any time after 180 days of the November 29, 2023 1800 Diagonal Note.

The November 29, 2023 1800 Diagonal Note contained

debt issue costs of $ 5,000 .

The Company used the net proceeds for general working capital purposes.

The maturity date was September 15,

following terms shall apply to all the above 1800 Diagonal notes:

1800 Diagonal Notes bore interest at a rate of 8 % per annum, which interest may be paid by the Company to 1800 Diagonal in shares of

July 22, 2025, the Company entered into and closed a securities purchase agreement with 1800 Diagonal, pursuant to which the 1800 Diagonal

agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 112,350 , for a purchase price

of $ 107,000 .

The Company used the net proceeds therefrom for general working capital purposes.

The maturity date of the note was April

30, 2026 , and bore interest at a rate of 10 % per annum.

Such principal and the interest thereon were convertible into shares of the Company’s

common stock at the option of 1800 Diagonal any time after 180 days from the date of issuance.

This note contained debt issue costs of

The Company fully repaid this note in August 2025.

following terms shall apply to the above 1800 Diagonal notes:

1800 Diagonal Note bore interest at a rate of 10 % per annum, which interest may be paid by the Company to 1800 Diagonal in shares of

the Company’s common stock;

but shall not be payable until the 1800 Diagonal Note becomes payable, whether at the maturity date

or upon acceleration or by prepayment.

the first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid

interest due under all of the above notes, together with any other amounts that the Company may owe the holder under the terms of the

note, at a premium ranging from 110 %

as defined in the note agreement.

After this initial 180-day period, the Company does not have a right to prepay such

conversion price for the above notes was equal to a 35 % discount of the market price which means the average of the lowest three trading

prices of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion.

Notwithstanding the

foregoing, 1800 Diagonal shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s

common stock beneficially owned by 1800 Diagonal and its affiliates, exceeds 9.99 % of the outstanding shares of the Company’s common

The Company treats these convertible notes as stock settled debt under ASC 480 and accordingly the Company recorded a total debt

premium of $ 134,615 which was recorded during the year ended June 30, 2024.

above notes contained certain events of default, upon which principal and accrued interest will become immediately due and payable.

but was not payable until the 1800 Diagonal Note became payable, whether at the maturity date or upon

acceleration or by prepayment.

the first 60 to 180 days following the date of the note, the Company had the right to prepay the principal and accrued but unpaid interest

due under all of the above notes, together with any other amounts that the Company may owe the holder under the terms of the note, at

a premium ranging from 120 % to 125 % as defined in the note agreement.

After this initial 180-day period, the Company does not have a

right to prepay such note.

conversion prices for the above1800 Diagonal note was 75 % (representing a 25 % discount) of the market price which meant the average of

the lowest ten trading prices of the common stock for the ten trading days immediately prior to the delivery of a notice of conversion.

Notwithstanding the foregoing, 1800 Diagonal was restricted from effecting a conversion if such conversion, along with other shares of

the Company’s common stock beneficially owned by 1800 Diagonal and its affiliates, exceeds 9.99 % of the outstanding shares of the

Company’s common stock.

The Company treated the convertible note as stock settled debt under ASC 480 and accordingly the Company

recorded a total debt premium of $ 37,450 which was recorded during the year ended June 30, 2026.

above note contained certain events of default, upon which principal and accrued interest will become immediately due and payable.

addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22 % per annum, or

2 unchanged sentences

of default may trigger penalty and liquidated damage provisions.

to deliver shares of common stock upon conversion of the above 1800 Diagonal notes within three business days of notice of conversion

will result in the Company paying a penalty of $ 1,000 per day, subject to certain exceptions.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

Failure to deliver shares of common stock upon conversion of the above

1800 Diagonal notes within three business days of notice of conversion will result in the Company paying a penalty of $ 1,000 per day,

subject to certain exceptions.

certain events of default, the above 1800 Diagonal notes will become immediately due and payable and the Company must pay 1800 Diagonal

150 % of the then-outstanding principal amount of the above 1800 Diagonal notes, plus any interest accrued upon such event of default

or prior events of default (the “Default Amount”).

150 % of the then-outstanding principal amount of the above 1800 Diagonal note, plus any interest accrued upon such event of default or

prior events of default (the “Default Amount”).

Further, upon any event of default relating to the failure to issue shares

of common stock upon the conversion of such notes, such notes become immediately due and payable in an amount equal to twice the Default

total principal amount outstanding under all of the above 1800 Diagonal financing agreements was $ 0

as of June 30, 2024 following conversion of $ 250,000

of the principal balance and $ 9,863

accrued interest during the year ended June 30, 2024.

Accordingly, $ 134,615

of the put premium was released to additional paid in capital in respect to the 1800 Diagonal financing agreements during the year

ended June 30, 2024 following conversion of the principal balance.

of common stock upon the conversion of such notes, such note become immediately due and payable in an amount equal to twice the Default

total principal amount outstanding under the above 1800 Diagonal financing agreements was $ 0 as of June 30, 2026 following the repayment

in full of principal balance of $ 112,350 including accrued interest and prepayment penalty of $ 23,283 .

Accordingly, $ 37,450 of the put

premium was recorded into gain on extinguishment of debt in respect to the 1800 Diagonal financing agreements during the year ended June

30, 2026 following repayment of the principal balance.

Capital Securities Purchase Agreements

8, 2023 Securities Purchase Agreement

August 15, 2022, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible

redeemable note (the “August 15, 2022 ONE44 Note”) from the Company in the aggregate principal amount of $ 110,000 , such principal

and the interest thereon were convertible into shares of the common stock at the option of ONE44 any time after the six-month anniversary

of the August 15, 2022 ONE44 Note.

The transaction contemplated by such purchase agreement closed on August 16, 2022.

The August 15,

2022 One44 Note contained an original issue discount amount of $ 10,000 .

Pursuant to the terms of such purchase agreement, the Company

paid $ 5,500 for ONE44’s legal fees.

The Company used the net proceeds from the August 15, 2022 ONE44 Note for general working capital

The maturity date of the August 15, 2022 One44 Note was August 15, 2023.

The August 15, 2022 ONE44 Note bore interest at a

rate of 10 % per annum, which was payable in shares of common stock, but was not payable until the maturity date or upon acceleration

or by prepayment of such note.

The August 15, 2022 ONE44 Note was fully converted in fiscal year 2024.

14, 2023 Securities Purchase Agreement

February 14, 2023, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible

redeemable note (the “February 14, 2023 ONE44 Note”) from the Company in the aggregate principal amount of $ 111,111 , such

principal and the interest thereon were convertible into shares of the common stock at the option of ONE44 any time after the six-month

anniversary of the February 14, 2023 ONE44 Note.

The transaction contemplated by such purchase agreement closed on February 14, 2023.

The February 14, 2023 One44 Note contained an original issue discount amount of $ 11,111 .

Pursuant to the terms of such purchase agreement,

the Company paid $ 5,500 for ONE44’s legal fees.

The Company used the net proceeds from the February 14, 2023 ONE44 Note for general

working capital purposes.

The maturity date of the February 14, 2023 One44 Note was February 14, 2024.

The February 14, 2023 ONE44 Note

bore interest at a rate of 10 % per annum, which interest was payable in shares of common stock, but was not payable until the maturity

date or upon acceleration or by prepayment of such note.

The February 14, 2023 One44 Note was fully converted in fiscal year 2024.

8, 2023 Securities Purchase Agreement

December 8, 2023, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible

12 unchanged sentences

date or upon acceleration or by prepayment of such note.

The December 8, 2023 One44 Note was fully converted in August 2025.

following terms shall apply to all of the above ONE44 note:

The December 8, 2023 One44 Note along with accrued interest was fully converted

in August 2025.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

following terms shall apply to the above ONE44 note:

the first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid

interest due under all of the above notes issued to ONE44, together with any other amounts that the Company may owe ONE44 under the

terms of the note, at a premium ranging from 120 %

as defined in the relevant note.

After this initial 180-day period, the Company does not have a right to prepay such

conversion price for the above ONE44 notes ranges from 60 % to 65 % (representing a 35 % to 40 % discount) of the market price of the common

stock, which is based on the lowest closing bid prices of the common stock between ten and fifteen trading days immediately prior to

the delivery of a notice of conversion.

Notwithstanding the foregoing, such notes are subject to 4.99 % beneficial ownership limitations.

All of the above ONE44 notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a total debt premium

of $ 133,305 during the year ended June 30, 2023 and recorded a total debt premium of $ 100,000 was recorded during the year ended June

interest due under the above note issued to ONE44, together with any other amounts that the Company may owe ONE44 under the terms of

the note, at a premium ranging from 120 % to 135 % as defined in the relevant note.

After this initial 180-day period, the Company does

not have a right to prepay such note.

conversion price for the above ONE44 note was 60 % (representing a 40 % discount) of the market price of the common stock, which was based

on the lowest closing bid prices of the common stock between ten and fifteen trading days immediately prior to the delivery of a notice

of conversion.

Notwithstanding the foregoing, such note was subject to 4.99 % beneficial ownership limitations.

The above ONE44 note was

treated as stock settled debt under ASC 480 and accordingly the Company recorded a total debt premium of $ 100,000 which was recorded

during fiscal year 2024.

above ONE44 notes contain certain events of default, upon which principal and accrued interest will become immediately due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24 %

per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.

certain events of default may trigger penalty and liquidated damage provisions.

In the event that the Company fails to deliver to ONE44

shares of common stock issuable upon conversion of principal or interest under a ONE44 note, it will incur a penalty of $ 250

per day the shares are not issued beginning on the 4 th

day after the conversion notice was delivered to the Company.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24 % per annum,

or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.

Further, certain

events of default may trigger penalty and liquidated damage provisions.

In the event that the Company fails to deliver to ONE44 shares

of common stock issuable upon conversion of principal or interest under a ONE44 note, it will incur a penalty of $ 250 per day the shares

are not issued beginning on the 4 th day after the conversion notice was delivered to the Company.

This penalty increases to

$ 500 per day beginning on the 10 th day.

that the Company loses the bid price of its common stock on OTC markets, such ONE44 note does not incur penalty and instead the outstanding

principal amount increases by 20 %.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

total principal amount outstanding under all of the above ONE44 financing agreements was $ 119,300

and accrued interest was $ 6,726

as of June 30, 2024 following conversion of $ 148,811

of the principal balance and $ 9,909

accrued interest during the year ended June 30, 2024.

Accordingly, $ 98,311

In the event that the Company loses the bid price of its common stock on OTC markets,

such ONE44 note does not incur penalty and instead the outstanding principal amount increases by 20 %.

total principal amount outstanding under the above ONE44 financing agreements was $ 104,460 and accrued interest was $ 24,962 as of June

30, 2025 following conversion of $ 14,840 of the principal balance and $ 1,006 accrued interest during the year ended June 30, 2025.

$ 9,893 of the put premium was released to additional paid in capital in respect to the ONE44 financing agreements during the year ended

June 30, 2025 following conversion of the principal balance.

total principal amount outstanding under all the above ONE44 financing agreements was $ 104,460

and accrued interest was $ 24,962

as of June 30, 2025 following conversion of $ 14,840

of the principal balance and $ 1,006 accrued

interest during the year ended June 30, 2025.

total principal amount and accrued interest outstanding under the above ONE44 financing agreement was $ 0 as of June 30, 2026 following

conversion of $ 104,460 of the principal balance and $ 17,715 accrued interest during the year ended June 30, 2026.

Accordingly, $ 69,640

of the put premium was released to additional paid in capital in respect to the ONE44 financing agreements during the year ended

June 30, 2025, following conversion of the principal balance.

ONE44 note with principal amount of $ 104,460 was in default and accrued default interest rate at 24 % per annum before it was fully converted

in August 2025.

of the put premium was released to additional paid in capital in respect to the ONE44 financing following the conversion of the principal

Capital Partners Securities Purchase Agreements

23, 2023 Securities Purchase Agreement

August 12, 2022, the Company entered into a securities purchase agreement (the “GS Capital Purchase Agreement”) with GS Capital

Partners, LLC (“GS Capital”), pursuant to which GS Capital purchased a convertible redeemable note (the “GS Capital

Note”) from the Company in the aggregate principal amount of $ 93,000 , such principal and the interest thereon were convertible

into shares of common stock at the option of GS Capital.

The transaction contemplated by the GS Capital Purchase Agreement closed on

August 16, 2022.

The GS Capital Note contained a $ 5,000 original issue discount.

Pursuant to the terms of the GS Purchase Agreement,

the Company paid $ 3,000 for GS Capital’s legal fees.

The Company used the net proceeds ($ 85,000 ) from the GS Capital Note for general

working capital purposes.

maturity date of the GS Capital Note was April 12, 2023 , but was extended to August 12, 2023 in April 2023.

The GS Capital Note bore

interest at a rate of 8 % per annum, which interest was payable in shares of common stock, but was not payable until the maturity date

or upon acceleration or by prepayment of such note.

The GS Capital Note was exchangeable for an equal aggregate principal amount of notes

of different authorized denominations, as requested by GS Capital by surrendering the same.

GS Capital was entitled, at its option, at

any time after cash payment, to convert all or any amount of the principal face amount of the GS Capital Note then outstanding into shares

of common stock at a price per share equal to $168,000 per share (the “Fixed Price”).

However, in the event the common

stock trades below $120,000 per share for more than five consecutive trading days, then the Fixed Price becomes $78,000 per share.

the event of default, such conversion price was equal to 65 % of the lowest trading price of the common stock reported on the OTC markets

or other exchange for the ten prior trading days, including the day upon which a notice of conversion is received by the Company.

GS Capital Note was subject to a 4.99 % beneficial ownership limitation.

Such note was fully converted during fiscal year 2024.

21, 2022 Securities Purchase Agreement

September 21, 2022, the Company entered into a securities purchase agreement with GS Capital, pursuant to which GS Capital purchased

a convertible redeemable note from the Company in the aggregate principal amount of $ 71,500 , such principal and the interest thereon

were convertible into shares of common stock at the option of GS Capital.

The transaction contemplated by such purchase agreement closed

on September 26, 2022.

Such note contains a $ 4,000 original issue discount.

Pursuant to the terms of such purchase agreement, the Company

paid $ 2,500 for GS Capital’s legal fees.

The Company used the net proceeds ($ 65,000 ) from such note for general working capital

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

maturity date of such note was March 21, 2023 but was extended to March 21, 2024 in April 2023.

Such note bore interest at a rate of

8 % per annum, which interest was payable in shares of common stock, but was not payable until the maturity date or upon acceleration

or by prepayment of such note.

Such note was exchangeable for an equal aggregate principal amount of notes of different authorized denominations,

as requested by GS Capital surrendering the same.

GS Capital was entitled, at its option, at any time after cash payment, to convert

all or any amount of the principal face amount of the GS Capital Note then outstanding into shares of common stock at a price per share

equal to $120,000 (the “September Fixed Price”).

However, in the event the common stock trades below $84,000 per share

for more than five consecutive trading days, then the September Fixed Price becomes $54,000 per share.

In the event of default under

such note, such conversion price was equal to 65 % of the lowest trading price of the common stock as reported on the OTC markets or other

exchange for the ten prior trading days, including the day upon which a notice of conversion is received by the Company.

Such note was

subject to 4.99 % beneficial ownership limitations.

Such note was fully converted during fiscal year 2024.

23, 2023 Securities Purchase Agreement

August 23, 2023, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital

purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 77,500 , such principal and the interest

thereon are convertible into shares of the Company’s common stock at the option of GS Capital.

thereon were convertible into shares of the Company’s common stock at the option of GS Capital.

The GS Capital Note contained a

12 unchanged sentences

trading days.

In the event of a default under the note and unless the fixed price was lower, such conversion price will equal the lowest

In the event of a default under the note and unless the fixed price was lower, such conversion price was equal to the lowest

trading price of the Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment

every thirty calendar days during the period in which the Company remained in default.

The August 23, 2023 GS Capital Note was fully

converted in July 2024.

The August 23, 2023 GS Capital Note along with

accrued interest was fully converted in July 2024.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

12, 2023 Securities Purchase Agreement

15 unchanged sentences

trades below $ 11,250 per share for ten consecutive trading days.

In the event of a default under the Note and unless the Fixed Price was

lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such

default, which price was subject to re-adjustment every thirty calendar days during the period in which the Company remained in default.

The October 12, 2023 GS Capital Note was fully converted in August 2025.

In the event of a default under the Note and unless the Fixed Price

was lower, such conversion price was equal to the lowest trading price of the Common Stock for the ten trading days immediately preceding

such default, which price was subject to re-adjustment every thirty calendar days during the period in which the Company remained in

The October 12, 2023 GS Capital Note along with accrued interest was fully converted in August 2025.

12, 2024 Securities Purchase Agreement

13 unchanged sentences

in the event that the market price of the Common Stock trades below $ 2,100 per share for five consecutive trading days.

In the event of

a default under the note and unless the fixed price was lower, such conversion price will equal the lowest trading price of the Common

Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days

during the period in which the Company remained in default.

The April 12, 2024 GS Capital Note was fully converted in August 2025.

of a default under the note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the

Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar

days during the period in which the Company remained in default.

The April 12, 2024 GS Capital Note along with accrued interest was fully

converted in August 2025.

2, 2024 Securities Purchase Agreement

13 unchanged sentences

in the event that the market price of the Common Stock trades below $ 2,100 per share for five consecutive trading days.

In the event of

a default under the note and unless the fixed price was lower, such conversion price will equal the lowest trading price of the Common

Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days

during the period in which the Company remained in default.

The August 2, 2024 GS Capital Note was fully repaid in August 2025.

of a default under the note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the

Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar

days during the period in which the Company remained in default.

The August 2, 2024 GS Capital Note was fully repaid in August 2025 along

with accrued interest of $ 2,748 .

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

20, 2024 Securities Purchase Agreement

5 unchanged sentences

The Company used the net proceeds from the GS Capital Note for general working capital purposes.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

maturity date of the GS Capital Note was March 20, 2025 and was in default.

6 unchanged sentences

share in the event that the market price of the Common Stock trades below $ 450 per share for five consecutive trading days.

of a default under the note and unless the fixed price was lower, such conversion price will equal the lowest trading price of the Common

Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days

during the period in which the Company remained in default.

of a default under the note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the

Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar

days during the period in which the Company remained in default.

The September 20, 2024 GS Capital Note was fully repaid in August 2025

along with accrued interest of $ 2,416 .

7, 2025 Securities Purchase Agreement

1 unchanged sentence

purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 43,000 , such principal and the interest

thereon are convertible into shares of the Company’s common stock at the option of GS Capital.

The GS Capital Note contains a $ 3,000

thereon were convertible into shares of the Company’s common stock at the option of GS Capital.

The GS Capital Note contained a

$ 3,000 original issue discount.

The Company used the net proceeds from the GS Capital Note for general working capital purposes.

maturity date of the GS Capital Note is October 7, 2025 .

The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest

may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable,

maturity date of the GS Capital Note was October 7, 2025 .

The GS Capital Note bore interest at a rate of 8 % per annum, which interest

may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note became payable,

whether at the Maturity Date or upon acceleration or by prepayment.

The GS Capital Note is exchangeable for an equal aggregate principal

The GS Capital Note was exchangeable for an equal aggregate principal

amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.

The initial conversion price

for the GS Capital Note is equal to $9 per share, provided that the fixed price will be reduced to $6 per share in the event that the

market price of the Common Stock trades below $8 per share for five consecutive trading days.

In the event of a default under the note

and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading

days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which

the Company remains in default.

for the GS Capital Note was equal to $ 225 per share, provided that the fixed price will be reduced to $ 150 per share in the event that

the market price of the Common Stock traded below $ 200 per share for five consecutive trading days.

In the event of a default under the

note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the Common Stock for the ten

trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the period

in which the Company remained in default.

The February 7, 2025 GS Capital Note along with accrued interest was fully converted in October

11, 2025 Securities Purchase Agreement

1 unchanged sentence

purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 33,000 , such principal and the interest

thereon are convertible into shares of the Company’s common stock at the option of GS Capital.

The GS Capital Note contains a $ 3,000

thereon were convertible into shares of the Company’s common stock at the option of GS Capital.

The GS Capital Note contained a

$ 3,000 original issue discount.

The Company used the net proceeds from the GS Capital Note for general working capital purposes.

maturity date of the GS Capital Note is November 11, 2025 .

The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest

may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable,

maturity date of the GS Capital Note was November 11, 2025 .

The GS Capital Note bore interest at a rate of 8 % per annum, which interest

may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note became payable,

whether at the Maturity Date or upon acceleration or by prepayment.

The GS Capital Note is exchangeable for an equal aggregate principal

The GS Capital Note was exchangeable for an equal aggregate principal

amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.

The initial conversion price

for the GS Capital Note is equal to $6 per share, provided that the fixed price will be reduced to $3 per share in the event that the

market price of the Common Stock trades below $5 per share for five consecutive trading days.

In the event of a default under the note

and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading

days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which

the Company remains in default.

for the GS Capital Note was equal to $ 150 per share, provided that the fixed price will be reduced to $ 75 per share in the event that

the market price of the Common Stock trades below $ 125 per share for five consecutive trading days.

In the event of a default under the

note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the Common Stock for the ten

trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the period

in which the Company remained in default.

The March 11, 2025 GS Capital Note along with accrued interest was fully converted in December

15, 2025 Securities Purchase Agreement

1 unchanged sentence

purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 55,000 , such principal and the interest

thereon are convertible into shares of the Company’s common stock at the option of GS Capital.

The GS Capital Note contains a $ 5,000

thereon were convertible into shares of the Company’s common stock at the option of GS Capital.

The GS Capital Note contained a

$ 5,000 original issue discount.

The Company used the net proceeds from the GS Capital Note for general working capital purposes.

maturity date of the GS Capital Note is December 15, 2025 .

The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest

may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable,

whether at the Maturity Date or upon acceleration or by prepayment.

The GS Capital Note is exchangeable for an equal aggregate principal

amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.

The initial conversion price

for the GS Capital Note is equal to $5 per share, provided that the fixed price will be reduced to $2.50 per share in the event that

the market price of the Common Stock trades below $4 per share for five consecutive trading days.

In the event of a default under the

note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading

days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which

the Company remains in default.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

maturity date of the GS Capital Note was December 15, 2025 and was currently in default.

The GS Capital Note bore interest at a rate

of 8 % per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the

GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment.

The GS Capital Note was exchangeable

for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.

The initial conversion price for the GS Capital Note was equal to $ 125 per share, provided that the fixed price will be reduced to $ 62.50

per share in the event that the market price of the Common Stock trades below $ 100 per share for five consecutive trading days.

event of a default under the note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of

the Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar

days during the period in which the Company remained in default.

On April 14, 2026, the Company entered into a promissory note extension

agreement with GS Capital whereby the lender agreed to extend the maturity date of this note from December 15, 2025 to July 15, 2026.

The April 15, 2025 GS Capital Note along with accrued interest was fully converted in June 2026.

following terms shall apply to all of the above GS Capital notes:

8 unchanged sentences

increase of such reserved amount to reflect the Company’s obligations under the Note.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

Additionally,

6 unchanged sentences

(see Note 12).

the first 60 to 180 days following the date of the above GS Capital notes, the Company has the right to prepay the principal and

accrued but unpaid interest due under all of the above notes issued to GS Capital, together with any other amounts that the Company

may owe GS Capital under the terms of the notes, at a premium ranging from 110 %

of the principal amount and interest of such note.

After this initial 180-day period, the Company does not have a right to prepay

the occurrence and during the continuation of certain events of default, interest accrues at a default interest rate of 24 %

per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.

the event that the Company fails to deliver to GS Capital shares of common stock issuable upon conversion of principal or interest

under all of the above GS Capital notes, the penalty becomes $ 250

per day for each day that the shares are not issued beginning on the 4 th day after the conversion notice was delivered to

This penalty increases to $ 500

per day beginning on the 10 th day.

In the event that the Company loses the bid price of its common stock on OTC markets,

such GS Capital note does not incur penalty and instead the outstanding principal amount increases by 20 %.

total principal outstanding and accrued interest under all of the above GS Capital notes were $ 110,500

and $ 8,364 ,

respectively, as of June 30, 2024, following conversion of $ 130,800

of the principal balance, $ 8,700

accrued interest (including $ 1,254

at default interest rate) and $ 3,832

conversion fees during the year ended June 30, 2024.

During fiscal year 2024, an aggregate total of $ 110,500

of the above GS Capital notes were bifurcated with the embedded conversion option which were recorded as derivative liabilities at

fair value as of June 30, 2024 (see Note 12).

total principal outstanding and accrued interest under all of the above GS Capital notes were $ 252,650

and $ 23,676 ,

respectively, as of June 30, 2025, following conversion of $ 54,850

of the principal balance and $ 4,365

accrued interest during the year ended June 30, 2025.

During the year ended June 30, 2025, an aggregate total of $ 252,650

of the above GS Capital notes were bifurcated with the embedded conversion option which were recorded as derivative liabilities at

fair value (see Note 12).

GS Capital notes with total principal amounts of $ 121,650 were in default and accrued a default interest rate at 24 % per annum before

such notes were fully converted or repaid in August 2025.

Enterprises, LLC Securities Purchase Agreement

November 3, 2022, the Company entered into a Securities Purchase Agreement with Coventry Enterprises, LLC (“Coventry”), pursuant

to which the Company issued Coventry a promissory note from the Company in the aggregate principal amount of $ 125,000 , such principal

and the interest thereon were convertible into shares of the Company’s common stock following an event of default (the “Coventry

The Coventry Note contains a $ 25,000 original issue discount.

The Company used the net proceeds of $ 100,000 from the Coventry

Note for general working capital purposes.

Coventry Note bears interest at a rate of 10 % per annum, with $ 12,500 in guaranteed interest.

The principal amount and the guaranteed

interest is due and payable in seven equal monthly payments of $ 19,643 , commencing on March 24, 2023 and continuing on the 24th day of

each month thereafter until paid in full not later than October 24, 2023, or such earlier date as the Coventry Note is required or permitted

to be repaid and to pay such other interest to Coventry on the aggregate unconverted and then-outstanding principal amount of the Coventry

Note in accordance with the provisions thereof.

Any or all of the principal amount and guaranteed interest may be pre-paid at any time

and from time to time, in each case without penalty or premium.

Additionally,

in the event that the Company files with the SEC a qualified offering statement on Form 1-A and such note has been outstanding for four

months since its issuance, Coventry has the right to convert all or portion of such note, including guaranteed interest, into shares

of common stock at the offering price used in connection with such offering.

any time following an event of default under the Coventry Note, it becomes convertible, in whole or in part, into shares of Common Stock

at the option of Coventry, at any time and from time to time thereafter (subject to the beneficial ownership limitations set forth therein).

The conversion price of the Coventry Note is ninety percent (90%) per share of the lowest per-share VWAP during the twenty (20) trading-day

period before the conversion (each, a “Calculated Conversion Price”).

In the event that, within 30 calendar days either before

or after any conversion, the conversion price of which is based upon a Calculated Conversion Price, the Company consummates (in whole

or in part) any financing (whether such financing is equity, equity-equivalent, or debt or any combination thereof) or for any other

reason issues any shares of common stock or any common stock equivalents at a price less than the most recent Calculated Conversion Price

(the “Alternative Conversion Price”), regardless of when that note or instrument was originated, then, at the option of Coventry,

(i) if the conversion has not yet occurred, then the Alternative Conversion Price will be substituted for the Calculated Conversion Price

and (ii) if the conversion has occurred, then, within two trading days following Coventry’s written request, the Company is required

to issue to Coventry that number of shares of Common Stock equivalent to the difference between the number of shares of Common Stock

that had been issued using the Calculated Conversion Price and the number of shares of Common Stock that would have been issued using

the Alternative Conversion Price.

Accordingly, the Coventry note is treated as stock settled debt under ASC 480 and the Company recorded

a total of $ 13,889 put premium during the year ended June 30, 2023.

BIOPHARMA, INC.

the first 60 to 180 days following the date of the above GS Capital notes, the Company had the right to prepay the principal and accrued

but unpaid interest due under all of the above notes issued to GS Capital, together with any other amounts that the Company may owe GS

Capital under the terms of the notes, at a premium ranging from 110 % to 125 % of the principal amount and interest of such note.

this initial 180-day period, the Company does not have a right to prepay such notes.

the occurrence and during the continuation of certain events of default, interest accrued at a default interest rate of 24 % per annum

or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.

In the event that

the Company failed to deliver to GS Capital shares of common stock issuable upon conversion of principal or interest under all of the

above GS Capital notes, the penalty becomes $ 250 per day for each day that the shares were not issued beginning on the 4 th

day after the conversion notice was delivered to the Company.

This penalty increases to $ 500 per day beginning on the 10 th

In the event that the Company loses the bid price of its common stock on OTC markets, such GS Capital note does not incur penalty

and instead the outstanding principal amount increases by 20 %.

total principal outstanding and accrued interest under all of the above GS Capital notes were $ 252,650 and $ 23,676 , respectively, as

of June 30, 2025, following conversion of $ 54,850 of the principal balance and $ 4,365 accrued interest during the year ended June 30,

During the year ended June 30, 2025, an aggregate total of $ 252,650 of the above GS Capital notes were bifurcated with the embedded

conversion option which were recorded as derivative liabilities at fair value (see Note 12).

total principal outstanding and accrued interest under all of the above GS Capital notes were both $ 0 , as of June 30, 2026, following

conversion of $ 186,650 of the principal balance, $ 18,580 accrued interest and $ 2,812 conversion fees during the year ended June 30, 2026.

Additionally, the Company repaid total principal balance of $ 66,000 and accrued interest of $ 5,164 in August 2025.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

the occurrence and during the continuation of certain events of default, interest on the Coventry Note accrues at a default interest

rate equal to the lesser of (i) 18% per annum or (ii) the maximum rate permitted by law.

Subject to the beneficial ownership limitation

in the Coventry Note, if any event of default occurs, then the outstanding principal amount guaranteed interest plus accrued but unpaid

default rate interest, liquidated damages and other amounts owing on the Coventry Note through the date of acceleration becomes immediately

due and payable at Coventry’s option, in cash or in shares of common stock at the mandatory default amount, which is equal to 120%

of all such amounts due on the Coventry Note.

If the Company fails to deliver to Coventry such shares, the Company is required to pay

in cash an amount equal to the amount that the value of such shares exceeds the principal amount and interest of the attempted conversion.

an additional inducement to Coventry entering into such agreement, the Company issued to Coventry 1 share of common stock on the issuance

date of the Coventry Note, which was valued using the relative fair value method at $ 37,500 and recognized as debt discount to be amortized

over the term of such note.

Company failed to make the first installment payment due in March 2023 which is considered an event of default.

The Company recorded

a default penalty of $ 25,000 as additional principal as of June 30, 2023.

total principal amount outstanding and accrued interest under all of the above Coventry note was $ 144,951

including the default penalty as of June 30, 2023 following conversion of $ 5,049

of the principal balance and $ 22,749

accrued interest during the year ended June 30, 2023.

Accordingly, $ 561

of the put premium was released to additional paid in capital in respect of such purchase agreements with Coventry during the year

ended June 30, 2023 following conversion of the principal balance.

July 2023, the Company fully paid the remaining principal of $ 142,909

and accrued interest of $ 70

for a total of $ 142,979 .

The total principal amount outstanding and accrued interest under all of the above Coventry note was $ 0

following conversion of the principal balance of $ 2,043

and interest of $ 357

during the year ended June 30, 2024.

Accordingly, $ 13,328

of the put premium was released to additional paid in capital in respect of such purchase agreements with Coventry during the year

ended June 30, 2024 following conversion of the principal balance.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

LLC Securities Purchase Agreement

8 unchanged sentences

bore interest at a rate of eight percent ( 8 %) per annum, which may be increased to sixteen percent ( 16 %) in the event of a default.

March 5, 2024 104 note was fully converted in August 2025.

March 5, 2024 104 note along with accrued interest was fully converted in August 2025.

20, 2024 Securities Purchase Agreement

9 unchanged sentences

The June 20, 2024 104

note was fully converted in August 2025.

note along with accrued interest was fully converted in August 2025.

principal and interest on the notes were convertible into shares of common stock of the Company at the option of 104 at any time following

8 unchanged sentences

The above 104 notes were treated as stock settled

debt under ASC 480 and accordingly the Company recorded a total of $ 45,096 was recorded as a put premium during the year ended June 30,

debt under ASC 480 and accordingly the Company recorded a total of $ 45,096 as a put premium during fiscal year 2024.

the first 60 days following the date of the notes, the Company had the right to prepay the principal and accrued but unpaid interest

14 unchanged sentences

the notes became immediately due and payable by the Company.

Upon the occurrence of any event of defaults, these notes shall be immediately

Upon the occurrence of any event of defaults, these notes were immediately

due and payable in an amount equal to 150% default percentage multiplied by the sum of the outstanding principal balances plus accrued

interest and default interest.

BIOPHARMA, INC.

Company recorded a total default penalty of $ 41,563 as additional principal as of June 30, 2025.

The total principal amount outstanding

and accrued interest under all of the above 104 notes was $ 124,688 including the default penalty and accrued interest of $ 9,093 as of

June 30, 2025, following conversion of $ 625 of the principal balance and $ 4,000 accrued interest during fiscal year 2025.

total principal amount outstanding and accrued interest under all of the above 104 notes was $ 0 as of June 30, 2026, following conversion

of $ 124,688 of the principal balance and $ 8,819 accrued interest in August 2025.

Accordingly, $ 44,760 of the put premium was released

to additional paid in capital in respect to the 104 notes following the conversion of the principal balance.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

total principal amount outstanding under all of the above 104 financing agreements was $ 83,750

and accrued interest was $ 1,429

as of June 30, 2024.

Company recorded a total default penalty of $ 41,563

as additional principal as of June 30, 2025.

The total principal amount outstanding and accrued interest under all of the above 104

notes was $ 124,688

including the default penalty and accrued interest of $ 9,093

as of June 30, 2025, following conversion of $ 625

of the principal balance and $ 4,000

accrued interest during the year ended June 30, 2025.

104 notes with total principal amounts of $ 124,688 were in default and accrued a default interest rate at 16 % per annum before such notes

were fully converted in August 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Consulting Purchase Agreement

7 unchanged sentences

maturity date of the Geebis note was June 15, 2025 and was in default.

The Geebis note shall bore interest at a rate of 8 % per annum,

which interest may be paid by the Company to Geebis in shares of common stock but shall not be payable until the Geebis note became payable,

The Geebis note bore interest at a rate of 8 % per annum, which

interest may be paid by the Company to Geebis in shares of common stock but shall not be payable until the Geebis note became payable,

whether at the Maturity Date or upon acceleration or by prepayment.

7 unchanged sentences

which the common stock may be traded in the future.

Notwithstanding the foregoing, such conversions were subject to a 4.99% beneficial

ownership limitation and adjustments for mergers, consolidations, reorganizations and similar events set forth in the note, other than

a transfer or sale of all or substantially all Company assets.

Pursuant to the note, the Company was required to maintain an initial

reserve of at least 500% of the number of conversion shares, subject to any increase of such reserved amount to reflect the Company’s

obligations under the note.

Additionally,

the conversion price of the Geebis note will be adjusted in favor of the note holder if the Company issues securities with more favorable

conversion terms.

The effective conversion price of the outstanding Geebis note was 60 % (representing a 40 % discount) of the market price,

which was the lowest closing bid prices of the common stock for the ten trading days immediately prior to the delivery of a notice of

The above Geebis note was bifurcated from the embedded conversion option which was recorded as derivative liabilities at

fair value (see Note 12).

the first 60 to 180 days following the date of the above Geebis note, the Company had the right to prepay the principal and accrued

but unpaid interest due under all of the above notes issued to Geebis, together with any other amounts that the Company may owe

Geebis under the terms of the note, at a premium ranging from 110 %

of the principal amount and interest of such note.

After this initial 180-day period, the Company does not have a right to prepay

the occurrence and during the continuation of certain events of default, interest accrued at a default interest rate of 24 %

per annum or, if such rate was usurious or not permitted by current law, then at the highest rate of interest permitted by law.

the event that the Company failed to deliver to Geebis shares of common stock issuable upon conversion of principal or interest

under all of the above Geebis note, the penalty became $ 250

per day for each day that the shares were not issued beginning on the 4 th day after the conversion notice was delivered

to the Company.

This penalty increased to $ 500

per day beginning on the 10 th day.

In the event that the Company loss the bid price of its common stock on OTC markets,

such Geebis note does not incur penalty and instead the outstanding principal amount increases by 20 %.

February 2025, the Company repaid $ 8,000

of the principal amount.

The total principal outstanding and accrued interest under all of the above Geebis note was $ 14,000

and $ 1,348 ,

respectively, as of June 30, 2025.

As of June 30, 2025, an aggregate total of $ 14,000

of the above Geebis note was bifurcated with the embedded conversion option which was recorded as derivative liabilities at fair

value as of June 30, 2025 (see Note 12).

Geebis note with principal amount of $ 14,000 was in default and accrued a default interest rate at 24 % per annum before such note was

fully converted in August 2025.

convertible notes in default

outstanding convertible notes for total principal amount of $ 364,798

with maturity dates between April 2024 and June 2025 were in default as of June 30, 2025 before these six convertible notes were

fully converted and two convertible notes were fully repaid in August 2025.

BIOPHARMA, INC.

12, 2025 Securities Purchase Agreement

June 12, 2025, the Company entered into a securities purchase agreement with Geebis, pursuant to which Geebis purchased a convertible

redeemable note from the Company in the aggregate principal amount of $ 25,000 , such principal and the interest thereon were convertible

into shares of the Company’s common stock at the option of Geebis.

The Geebis note contained a $ 2,500 original issue discount.

The Company used the net proceeds from the Geebis note for general working capital purposes.

The initial conversion price for this

note was equal to $ 125 per share, provided that the fixed price will be reduced to $ 100 per share in the event that the market price

of the common stock trades below $ 75 per share for five consecutive trading days.

In the event of default, the conversion price shall

be equal to 65% of the lowest ten trading price of the common stock on which the Company’s shares are then traded or any exchange

upon which the common stock may be traded in the future.

following terms shall apply to all of the above Geebis notes:

Notwithstanding

the foregoing, such conversions were subject to a 4.99 % beneficial ownership limitation and adjustments for mergers, consolidations,

reorganizations and similar events set forth in the note, other than a transfer or sale of all or substantially all Company assets.

to the note, the Company was required to maintain an initial reserve of at least 500% of the number of conversion shares, subject to

any increase of such reserved amount to reflect the Company’s obligations under the note.Additionally, the conversion price of

the Geebis note will be adjusted in favor of the note holder if the Company issues securities with more favorable conversion terms.

effective conversion price of the outstanding Geebis note was 60 % (representing a 40 % discount) of the market price, which was the lowest

closing bid prices of the common stock for the ten trading days immediately prior to the delivery of a notice of conversion.

Geebis notes were bifurcated from the embedded conversion option which were recorded as derivative liabilities at fair value (see Note

the first 60 to 180 days following the date of the above Geebis notes, the Company had the right to prepay the principal and accrued

but unpaid interest due under all of the above notes issued to Geebis, together with any other amounts that the Company may owe Geebis

under the terms of the note, at a premium ranging from 110 % to 125 % of the principal amount and interest of such note.

After this initial

180-day period, the Company does not have a right to prepay such notes.

the occurrence and during the continuation of certain events of default, interest accrued at a default interest rate of 24 % per annum

or, if such rate was usurious or not permitted by current law, then at the highest rate of interest permitted by law.

In the event that

the Company failed to deliver to Geebis shares of common stock issuable upon conversion of principal or interest under all of the above

Geebis note, the penalty became $ 250 per day for each day that the shares were not issued beginning on the 4 th day after the

conversion notice was delivered to the Company.

This penalty increased to $500 per day beginning on the 10 th day.

that the Company loss the bid price of its common stock on OTC markets, such Geebis notes do not incur penalty and instead the outstanding

principal amount increases by 20 %.

February 2025, the Company repaid $ 8,000 of the principal amount.

The total principal outstanding and accrued interest under all of the

above Geebis notes were $ 39,000 and $ 821 , respectively, as of June 30, 2025.

As of June 30, 2025, an aggregate total of $ 39,000 of the

above Geebis note was bifurcated with the embedded conversion option which was recorded as derivative liabilities at fair value as of

June 30, 2025 (see Note 12).

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

August 2025, the Company repaid $ 25,000 of the principal amount and accrued interest of $ 2,916 .

Additionally, the Company fully converted

$ 14,000 of the principal balance and $ 1,423 accrued interest in August 2025.

Consequently, the total principal outstanding and accrued

interest under all of the above Geebis notes were $ 0 as of June 30, 2026.

As a result of the above debt extinguishments, the Company recorded a net gain on debt extinguishment of $ 133,071 for the year ended June

of debt discounts

8 unchanged sentences

June 30, 2026 and 2025, respectively.

Additionally, $ 37,450 of the put premium was recorded into gain on extinguishment of debt during

the year ended June 30, 2026 following repayment of the principal balance.

7 – INCOME TAXES

Company follows ASC 740-10-10, under which an entity recognizes deferred tax assets and liabilities for future tax consequences or for

events that were previously recognized in the Company’s financial statements or tax returns.

The measurement of deferred tax assets

and liabilities is based on enacted tax law provisions.

The effects of future changes in tax laws or rates are not anticipated.

June 30, 2010, the Company operated exclusively in Australia.

The Company was wholly subject to Australian income tax laws and regulations,

which are administered by the Australian Taxation Office for the years ended June 30, 2010 and all prior years.

Company adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, during the year ended June 30, 2026.

The Company applied the guidance retrospectively to all periods presented.

The adoption affected the Company’s income tax disclosures

but did not have a material impact on its consolidated financial statements.

The Company evaluated the provisions of the One Big Beautiful

Bill Act (“OBBBA”) and determined that they did not have a material impact on the Company’s consolidated financial

statements or related income tax disclosures.

The Company follows ASC 740-10-10, under which an entity recognizes deferred tax assets

and liabilities for future tax consequences or for events that were previously recognized in the Company’s financial statements

or tax returns.

The measurement of deferred tax assets and liabilities is based on enacted tax law provisions.

The effects of future

changes in tax laws or rates are not anticipated.

Through June 30, 2010, the Company operated exclusively in Australia.

The Company was

wholly subject to Australian income tax laws and regulations, which are administered by the Australian Taxation Office for the years

ended June 30, 2010 and all prior years.

November 23, 2010, the Company was incorporated in the state of Delaware.

7 unchanged sentences

SCHEDULE OF INCOME TAX PROVISION

June 30, 2026

June 30, 2025

Loss before Income taxes

$ ( 18,862,710 )

5 unchanged sentences

Foreign tax rate differential

Settlement expenses

Foreign exchange revaluation of foreign NOLs

Prior period adjustment

Other adjustments

Income tax (expense) benefit

Company reflects a tax benefit on its consolidated statement of operations and comprehensive income (loss) in 2025 and 2024 of $ 0 and

$ 129,132 , respectively.

These amounts are research and development tax credits and are not considered income tax.

March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic.

The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning

In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding

taxable years to generate a refund of previously paid income taxes.

were no tax benefit on its consolidated statement of operations and comprehensive income (loss) in both fiscal year 2026 and 2025.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial

3 unchanged sentences

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

June 30, 2026

June 30, 2025

Deferred tax assets

3 unchanged sentences

Non-cash interest

Intangibles (Intellectual Property and Patent

Intangibles (Intellectual Property and Patent Cost)

Deferred Rent

2 unchanged sentences

Gain on extinguishment of debt

Stock Based Compensation

Total Deferred tax assets

5 unchanged sentences

( 2,396,363 )

( 3,960,547 )

Foreign Exchange Loss (OCI)

8 unchanged sentences

Net deferred tax assets

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

June 30, 2026, the Company had U.S.

net operating loss carry forwards of $ 87,182,865 that

may be offset against future taxable income, subject to limitation under IRC Section 382.

At June 30, 2025, the Company had

Australia net operating loss carry forwards of approximately $ 28,702,379 which

can be carried forward without expiration.

benefit has been reported in the June 30, 2025 and 2024 consolidated financial statements due to the uncertainty surrounding the

realizability of the benefit, based on a more likely than not criteria and in consideration of available positive and negative

net operating loss carry forwards of $ 96,782,863 that may be offset against future taxable income,

subject to limitation under IRC Section 382.

At June 30, 2026, the Company had Australia net operating loss carry forwards of $ 29,159,115

which can be carried forward without expiration.

No tax benefit has been reported on the June 30, 2026 and 2025 consolidated financial

statements due to the uncertainty surrounding the realizability of the benefit, based on a more likely than not criteria and in consideration

of available positive and negative evidence.

Company applied the “more-likely-than-not” recognition threshold to all tax positions taken or expected to be taken in a

15 unchanged sentences

income tax returns filed for the tax years from inception will be subject to examination by the relevant taxing authorities.

8 – STOCKHOLDERS’ DEFICIT

8 – STOCKHOLDERS’ EQUITY

August 7, 2024, the Company received written consent in lieu of a meeting by the holders of a majority of the voting power of the Company’s

outstanding capital stock as of August 7, 2024 and the Company’s Board of Directors approving such actions as are necessary for

the Company to proceed to, and the Company accordingly intends to, effectuate and execute a reverse stock split of the Company’s

the Company to proceed to and execute a reverse stock split of the Company’s

issued and outstanding shares of common stock at a ratio of one post-split share per sixty thousand pre-split shares (1:60,000) (the

“Reverse Stock Split”).

The Reverse Stock Split became effective as of January 29, 2025.

Proportional adjustments for the

Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans.

All share and per-share

data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect

the Reverse Stock Split.

“January 2025 Reverse Stock Split”).

The January 2025 Reverse Stock Split became effective as of January 29, 2025.

adjustments for the Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

March 2026, the Company received written consent in lieu of a meeting by the holders of a majority of the voting power of the Company’s

outstanding capital stock as of March 2026 and the Company’s Board of Directors approving such actions as are necessary for the

Company to proceed to, and the Company accordingly intends to, effectuate and execute a reverse stock split of the Company’s issued

and outstanding shares of common stock at a ratio of one post-split share per twenty-five pre-split shares (1:25) (the “Reverse

Stock Split”).

The Reverse Stock Split became effective as of May 18, 2026.

Proportional adjustments for the Reverse Stock Split

were made to the Company’s outstanding stock options, warrants and equity incentive plans.

share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial

statements to reflect the reverse stock splits.

total number of shares of preferred stock that the Company is authorized to issue is 1,500,005 , $ 0.01 par value per share.

2 unchanged sentences

any certificate of designation filed by the Company with the State of Delaware.

A Preferred Stock

the total preferred shares authorized, 500,000 had been designated as Series A Preferred Stock (“Series A Preferred Stock”),

2 unchanged sentences

There were no shares of Series A Preferred Stock issued and outstanding as of June 30, 2026 and 2025 for both periods.

B Preferred Stock

to a certificate of designation filed with the Secretary of State of the State of Delaware on June 16, 2015, five shares of preferred

6 unchanged sentences

Chief Executive Officer, directly beneficially owns such one share of Series B Preferred Stock.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during fiscal year 2026 and 2025.

issued under the Equity Lines

Capital Growth Fund LP (“Dutchess”)

July 13, 2022, the Company issued 0.24 shares of its common stock at an average price per share of approximately $ 120,000 , as a result

of delivering one Dutchess Draw Down Notice to Dutchess.

Consequently, the Company received gross aggregate proceeds of $ 24,711 from

such Dutchess Draw Down Notice.

The Company received $ 23,758 of a previously recorded subscription receivable during the year ended June

July 20, 2023, the Company entered into a common stock purchase agreement (the “Equity Line Agreement”) with Dutchess Capital

Growth Fund LP (the “Investor”) providing for an equity financing facility, pursuant to which Company has the option to request

that the Investor commit to purchase up to $ 5,000,000 of the Company’s shares (the “Shares”) of common stock, par value

$ 0.001 per share (the “Common Stock”), over a 24 -month term commencing on the date on which a registration statement filed

by the Company to register the offer and resale of the Shares by the Investor (the “Registration Statement”) is declared

effective by the U.S.

Securities and Exchange Commission (the “SEC”).

Pursuant to the Equity Line Agreement, the Company

has the option to exercise this right by providing a notice (a “Drawdown Notice”) from the Company to the Investor setting

forth the number of Shares that the Investor will purchase.

The Company has agreed to use the proceeds from such issuances for the purpose

of financing its research and product development activities, finished product manufacture for clinical studies, working capital requirements

and general corporate purposes.

to the Equity Line Agreement, purchases of Shares cannot occur unless and until certain conditions are met, including but not limited

to, the SEC declaring the Registration Statement effective, and the maximum number of Shares that may be purchased pursuant to a Drawdown

Notice cannot exceed the lesser of (i) 200% of the average daily traded value of the Common Stock during the five (5) business days immediately

preceding a Drawdown Notice or (ii) $200,000;

provided that in no event may a Drawdown Notice be for less than $5,000, exceed 875 Shares

or cause the Investor’s ownership to exceed 4.99% of the outstanding number of shares of Common Stock immediately prior to the

issuance of such Shares.

The actual amount of proceeds that the Company will receive in connection with each Drawdown Notice is determined

under the Equity Line Agreement by multiplying the number of Shares to be sold by the applicable purchase price per share, which is equal

to 85% of the lowest traded price of the Common Stock during the 7 business days immediately following the Clearing Date, less Clearing

Costs (as each such term is defined in the Equity Line Agreement).

December 13, 2023, the Company issued 23 shares of its common stock at an average price per share of approximately $ 360 , as a result

of delivering one draw down notice to the Investor for a subscription receivable of $ 8,822 .

The Company collected the subscription receivable

of $ 8,822 in January 2024.

February 20, 2024, the Company issued 29 shares of its common stock at an average price per share of approximately $ 78 , as a result of

delivering one draw down notice to the Investor for $ 2,260 .

June 11, 2024, the Company issued 263 shares of its common stock at an average price per share of approximately $ 48 as a result of delivering

one draw down notice to the Investor for $ 11,975 .

BIOPHARMA, INC.

Series C Preferred Stock and Series C Warrants

November 4, 2025 (the “Closing Date”), the Company completed a private placement pursuant to a Securities Purchase

Agreement with Hexstone Capital LLC (“Hexstone”).

At closing, Hexstone purchased 100

shares of Series C Preferred Stock (the “Initial Preferred Shares”), par value $ 0.01 ,

with a stated value of $ 10,000

per share, for total gross proceeds of $ 1,000,099 .

The Company paid legal fees of $ 50,000

related to this private placement and was recorded as deemed dividend during the year ended June 30, 2026 due to the temporary equity classification as noted below.

In connection with the

transaction, the Company also issued warrants to purchase up to 9,900

additional shares of Series C Preferred Stock.

Each warrant is exercisable for one share of Series C Preferred Stock at an exercise

price of $ 10,000

per share (subject to equitable adjustments by the Company relating to stock-splits, reclassifications, combination, extraordinary

distributions and similar events) and expires two years from issuance.

The Series C Preferred Stock and warrants were issued in a

private placement.

Series C Preferred Stock shall have a stated value of $ 10,000 per share and liquidation value equal to the greater of (A) 100 % of stated

value of such Series C Preferred Stock and (B) the amount per share such holder would receive if such holder converted into Common Stock

immediately prior to the date of such payment.

The holder of Series C Preferred Stock shall have a dividend rate of 0 %.

dividend rate shall automatically be increased to ten percent ( 10.0 %) per annum upon any bankruptcy triggering event as defined in the

Certificate of Designation.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

Enterprises, LLC

November 3, 2022, the Company entered into a Common Stock Purchase Agreement (the “Coventry Purchase Agreement”) with Coventry

providing for an equity financing facility (the “Coventry Equity Line”).

The Purchase Agreement provides that, upon the terms

and subject to the conditions in the Purchase Agreement, Coventry is committed to purchase up to Five Million Dollars ($ 5,000,000 ) of

shares of common stock over the 36 month term of the Purchase Agreement.

the terms of the Coventry Purchase Agreement, Coventry will not be obligated to purchase shares of common stock unless and until certain

conditions are met, including but not limited to a registration statement on Form S-1 becoming effective which registers Coventry’s

resale of any common stock purchased by Coventry under the Coventry Equity Line.

From time to time over the 36-month term of the Coventry

Purchase Agreement, commencing on the trading day immediately following the date on which such registration statement becomes effective,

the Company, in its sole discretion, may provide Coventry with a draw down notice (each, a “Coventry Draw Down Notice”),

to purchase a specified number of shares of common stock (each, a “Coventry Draw Down Amount Requested”), subject to the

limitations discussed below.

The actual amount of proceeds the Company will receive pursuant to each Coventry Draw Down Notice (each,

a “Coventry Draw Down Amount”) is to be determined by multiplying the Coventry Draw Down Amount Requested by the applicable

purchase price.

The purchase price of each share of common stock equals 80% of the lowest volume weighted average price of the Common

Stock during the 10 business days immediately preceding the Coventry Drawdown Notice date.

maximum number of shares of common stock requested to be purchased pursuant to any single Coventry Draw Down Notice cannot exceed the

lesser of (i) 200 % of the average daily traded value of the common stock during the 10 business days immediately preceding the Coventry

Draw Down Notice, (ii) $ 250,000 or (iii) an amount that would cause Coventry’s beneficial ownership to exceed 9.99 % of the outstanding

number of shares of common stock immediately after giving effect to the issuance of the Coventry Draw Down Notice.

During the years ended

June 30, 2025 and 2024, the Company has not received a Coventry Draw Down Notice.

issued for exercise of warrants

the year ended June 30, 2024, the Company issued an aggregate of 105 shares of common stock from the alternate cashless exercise of 0.000001

Series A warrants with an original exercise price of $ 12,000,000,000 and alternate cashless exercise price of $ 60 or the par value of

common stock.

Alternate Cashless Exercise provision, for a cashless conversion at the holder’s option, is available should the trading price

of the Company’s common stock fall below $ 12,000,000 per share calculated based on the difference between the exercise price of

the Series A Warrant and 70 % of the market price.

The Company recognized the value of the effect of a down round feature in such warrants

when triggered.

Upon the occurrence of the triggering event that resulted in a reduction of the strike price, the Company measured the

value of the effect of the feature as the difference between the fair value of the warrants without the down round feature or before

the strike price reduction and the fair value of the warrants with a strike price corresponding to the reduced strike price upon the

down round feature being triggered.

Accordingly, the Company recognized deemed dividend of $ 0 and $ 192,960 , during the years ended June

30, 2025 and 2024, respectively, and a corresponding reduction of income available to common stockholders upon the alternate cashless

exercise of these warrants.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

any time after the initial issuance date, each share of Series C Preferred Stock shall be convertible into shares of common stock of

the Company by the holder thereof by dividing the stated amount of each share of Series C Preferred Stock of $ 10,000

by the conversion price.

The conversion price shall be the lesser of the fixed conversion price of $ 125.00

per share or 85% (or 70% if the common stock is suspended from trading on or delisted from the principal market at any time after

the initial issuance date (whether or not subsequently cured)), or, in the case of the Initial Preferred Shares) of the of the

lowest trading price of the Common Stock during the period beginning on the day the holder sends a conversion notice to the Company

and ending on the trading day on which the aggregate dollar volume of the Company’s common stock exceeds the product of the

conversion amount set forth on the applicable conversion notice multiplied by seven (7) after the applicable holder receives the

shares of common stock issuable upon conversion of the Series C Preferred Stock, subject to a five (5) trading day minimum (such

period, the “Conversion Measuring Period”);

provided, however, that each day on which (i) the Common Stock has been

suspended for trading on all Eligible Markets, (ii) Conversion Shares cannot be sold by the Holder because of violation of Section

32 by the Company, or (iii) Conversion Shares are not delivered after the Share Delivery Deadline, that day’s dollar volume

shall be excluded from the calculation of the total aggregate dollar volume of the Conversion Measuring Period.

determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar

transaction that proportionately decreases or increases the Common Stock during such Conversion Measuring Period;

provided further

that in no event shall the Conversion Price be lower than the initial Floor Price of $ 12.50

subject to adjustment per the Board’s discretion.

In February 2026, the floor price was adjusted to a new floor price of

In May 2026, the floor price was readjusted to $ 0.05 after the reverse stock split.

As of June 30, 2026, the effective floor

price is $ 0.05 .

to the limitations specified in the Certificate of Designation, holders of Series C Preferred Stock shall have the right to vote on all

matters presented to the stockholders for approval together with the shares of Common Stock, voting together as a single class, on an

“as converted” basis using the conversion price.

any bankruptcy triggering event, the Company were to immediately redeem, in cash, each of the Series C Preferred Stock then outstanding

at a redemption price equal to the applicable triggering event redemption price.

Each of the Series C Preferred Stock subject to redemption

by the Company were to be redeemed by the Company at a price equal to the greater of (i) the product of (A) the conversion amount to

be redeemed multiplied by (B) the redemption premium of 110% and (ii) the product of (X) the conversion rate with respect to the conversion

amount in effect multiplied by (Y) the product of (1) the redemption premium of 110% multiplied by (2) the VWAP of the Common Stock on

any trading day during the period commencing on the date immediately preceding such triggering event and ending on the trading date prior

to the date the Company makes the entire payment required to be made.

On May 5, 2026, the Company filed a certificate of amendment of

certificate of designations of Series C Convertible Preferred Stock whereby amongst other things, the Company removed the mandatory redemption

upon any bankruptcy triggering event (the “May 5, 2026 Amended Series C Designation”) .

the Series C Preferred Stock does not have a fixed maturity date and is not mandatorily redeemable on a specified date, the

contingent mandatory redemption feature upon a bankruptcy triggering event was considered a conditional obligation to transfer

assets outside the Company’s control.

Accordingly, the Company determined that under ASC 480, the Series C Preferred Stock was

initially treated as temporary equity until the May 5, 2026 Amended Series C Designation.

Upon issuance of the Series C Preferred

Stock, the Company allocated the fair value of $117,754 to the Series C Preferred and subsequent accretion to redemption value at

issuance date.

Accordingly, during the year ended June 30, 2026, the Company accreted $882,246 to redemption value along with the

$50,000 in offering costs and was recorded as deemed dividend totaling $932,246 which was charged to additional paid in capital in the absence of retained earnings in the Company.

On May 5, 2026, the date the Series C designation

was amended, there were 100 shares of Series C Preferred Stock at that time with a redemption value of $1,000,000 and was

reclassified from temporary equity to permanent equity.

Additionally,

due to delayed filing and declaration of effectiveness relative to the deadlines defined in the Registration Rights Agreement in connection

with this Securities Purchase Agreement, the Company accrued a registration rights penalty amounting to $ 6,000 , which is payable

in 100,000 shares of the Company’s common stock to Hexstone and was included in accrued expenses and other payables on the accompanying

consolidated balance sheets as of June 30, 2026 and a corresponding other expense during the year ended June 30, 2026.

C Preferred Stock Conversions

January 2026, the Company issued an aggregate of 183,655 shares of its common stock as a result of the conversion of 50 Initial Preferred

Shares of the Series C Preferred stock during such period.

March 2026 and June 2026, the Company issued an aggregate of 452,489 shares of its common stock as a result of the conversion of 50 shares

of Series C Preferred stock during such period.

June 2026, the Company issued an aggregate of 323,856 shares of its common stock and recorded common stock issuable of 295,340 shares

as a result of the conversion of 50 shares of Series C Preferred stock during such period.

The common stock issuable of 295,340 shares

were issued between July 2026 and August 2026.

June 2026, the Company issued an aggregate of 408,451 shares of its common stock and recorded common stock issuable of 141,000 shares

as a result of the conversion of 50 Initial Preferred Shares of Series C Preferred stock during such period.

The common stock issuable

of 141,000 shares were issued in July 2026.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

of Series C Preferred Stock upon exercise of Series C Warrants

February 2026, the Company issued 50 shares of Series C preferred stock upon the exercise of 50 Series C Warrants with an exercise price

of $ 10,000 per share and received aggregate gross proceeds of $ 500,000 .

March 2026, the Company issued 50 shares of Series C preferred stock upon the exercise of 50 Series C Warrants with an exercise price

of $ 10,000 per share and received aggregate gross proceeds of $ 500,000 .

April 2026, the Company issued 50 share of Series C preferred stock upon the exercise of 50 Series C Warrants with an exercise price

of $ 10,000 per share and received aggregate gross proceeds of $ 500,000 .

the fair value of the warrant liability on the date of exercise of $ 8,925 was reclassified into additional paid in capital during the

year ended June 30, 2026.

June 2026, the Company issued 150 shares of Series C preferred stock upon the exercise of 150 Series C Warrants with an exercise price

of $ 10,000 per share and received aggregate gross proceeds of $ 1,500,000 .

were 200 shares of Series C Preferred Stock issued and outstanding as of June 30, 2026 with a redemption value amounted to $ 2,000,000 .

Company had previously accounted for the 9,900 warrants issued on November 4, 2025, in accordance with the guidance contained in ASC

815 “Derivatives and Hedging” whereby under that provision these warrants did not meet the criteria for equity treatment

and were recorded as a liability since the host instrument itself (Series C Preferred Stock) was classified as temporary equity.

initial valuation of the 9,900 warrants was valued at $ 882,345 on November 4, 2025 and was recorded at fair value as of each reporting

date with the change in fair value reported within other income in the accompanying consolidated statements of operations as “Change

in fair value of warrant liability” until the warrants are exercised, expired or other facts and circumstances lead the warrant

liability to be reclassified to stockholders’ equity which occurred on May 5, 2026 due to the May 5, 2026 Amended Series C Designation.

Company utilized a Monte Carlo Simulation model to estimate the fair values of the 9,900 warrants, which incorporated significant inputs

that were not observable in the market, and thus represents a Level 3 measurement as defined in ASC 820.

The unobservable inputs utilized

for measuring the fair value of the contingent consideration reflect management’s own assumptions about the assumptions that market

participants would use in valuing the contingent consideration.

The Company determined the fair value by using the below key inputs to

the Monte Carlo Simulation Model.

key inputs for the warrant liability were as follows as of initial valuation on November 4, 2025:

OF KEY INPUTS WARRANT LIABILITY

Key Valuation Inputs

Expected term (years)

Annualized volatility

Risk-free interest rate

Series C Convertible Preferred Stock per Share Value

Dividend yield

Exercise price

key inputs for the warrant liability were as follows as of May 5, 2026 (date of reclassification of warrant liability into equity):

Key Valuation Inputs

Expected term (years)

Annualized volatility

Risk-free interest rate

Series C Convertible Preferred Stock per Share Value

Dividend yield

Exercise price

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

the total fair value of the warrant liability on May 5, 2026 of $ 973,115 was reclassified into additional paid in capital during the

year ended June 30, 2026.

issued for cash

August 14, 2025, the Company entered into an underwriting agreement with D.

Boral Capital, LLC, as representative of the

underwriters in connection with a public offering of the Company’s common stock.

The Underwriting Agreement provided for the

offer and sale of 40,000

shares of common stock at a price to the public of $ 100.00

per share (the “Offering”).

In connection therewith, the Company agreed to issue to the representative, warrants to

purchase 1,200

of shares of common stock at a price equal $ 100.00

per share (the “Representative’s Warrants”).

The Representative’s Warrants are exercisable at any time and

from time to time, in whole or in part, from February 15, 2026 through August 15, 2030 and contains cashless exercise provision.

Company also granted the Underwriters an overallotment option for a period of 45 days to purchase up to an additional 6,000

shares of common stock which was not consummated.

The Company paid underwriting commissions and offering expenses under the terms of

the agreement of $ 535,000

in August 2025 upon closing of the Offering (see below).

August 18, 2025, the Offering was completed.

At the closing, the Company (i) sold 40,000

shares of Common Stock for total gross proceeds of $ 4,000,000 ,

and (ii) issued the Representative’s Warrants.

After deducting the underwriting commissions and offering expenses, the Company

received net proceeds of approximately $ 3.3

million after deducting commissions and related offering expenses (including legal and accounting fees) of approximately $ 686,000

(“Total Offering Fees”).

During the year ended June 30, 2026, deferred offering costs of $ 281,773

(included in the Total Offering Fees) were charged to additional paid-in capital upon the completion of the Offering.

issued for conversion of convertible debt

the year ended June 30, 2024, the Company issued an aggregate of 7,433 shares of its common stock at average contractual conversion price

of $ 78 , as a result of the conversion of principal of $ 531,654 , interest of $ 28,829 and conversion fees $ 3,832 underlying certain outstanding

convertible notes converted during the year.

in the above conversion during the year ended June 30, 2024 were aggregate principal amounts of convertible notes of $ 130,800 , accrued

interest of $ 8,700 and conversion fees of $ 3,832 containing bifurcated embedded conversion option derivatives.

Accordingly, the fair

market value of the shares issued upon conversion was $ 352,565 , resulting in a loss on extinguishment at the time of conversion of $ 209,233

and $ 263,798 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net

gain of $ 54,565 which is included in gain on extinguishment of debt in the accompanying consolidated statements of operations.

July 1, 2024 through March 2025, the Company issued an aggregate of 353 shares of its common stock at an average contractual conversion

10 unchanged sentences

year ended June 30, 2025.

Company has 117,720 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying

financing agreements at June 30, 2025.

BIOPHARMA, INC.

July 1, 2025 through September 30, 2025, the Company issued an aggregate of 7,799 shares of its common stock at an average contractual

conversion price of approximately $ 44 as a result of the conversion of principal of $ 298,797 , interest of $ 37,053 and conversion fees

$ 4,906 underlying certain outstanding convertible notes converted during such period.

October 1, 2025 through December 31, 2025, the Company issued an aggregate of 5,107 shares of its common stock at an average contractual

conversion price of approximately $ 44 as a result of the conversion of principal of $ 76,000 , interest of $ 4,441 and conversion fees $ 937

underlying certain outstanding convertible notes converted during such period.

June 2026, the Company issued an aggregate of 67,832 shares of its common stock at an average contractual conversion price of approximately

$ 0.90 as a result of the conversion of principal of $ 55,000 , interest of $ 5,043 and conversion fees $ 937 underlying certain outstanding

convertible notes converted during such period.

in the above conversion during the year ended June 30, 2026, were principal aggregate amount of convertible notes of $ 200,650 , accrued

interest of $ 20,003 and conversion fees of $ 3,280 containing bifurcated embedded conversion option derivatives were converted into common

Accordingly, the fair market value of the shares issued upon conversion was $ 444,258 , resulting in a loss on extinguishment at

the time of conversion of $ 220,325 and $ 390,182 of derivative liability fair value was recorded as a gain on extinguishment at the time

of conversion, resulting in a net gain of $ 169,857 which is included in gain (loss) on extinguishment of debt in the accompanying consolidated

statements of operations.

Company reclassified $ 114,399 from put premium liabilities to additional paid in capital following conversions during the year ended

June 30, 2026.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

issued for conversion of Series C Preferred Stock

January 2026, the Company issued an aggregate of 183,655 shares of its common stock as a result of the conversion of 50 shares of Series

C Preferred stock during such period.

March 2026 and June 2026, the Company issued an aggregate of 452,489 shares of its common stock as a result of the conversion of 50 shares

of Series C Preferred stock during such period.

June 2026, the Company issued an aggregate of 323,856 shares of its common stock as a result of the conversion of 50 shares of Series

C Preferred stock during such period.

June 2026, the Company issued an aggregate of 408,451 shares of its common stock as a result of the conversion of 50 Initial Preferred

Shares of Series C Preferred stock during such period.

issued for services rendered

5 unchanged sentences

$ 15,000 , being the closing price of the stock on the date of grant to such consultants.

During the year ended June 30, 2025, the Company recorded

stock-based compensation of $ 15,000 .

During the year ended June 30, 2025, the Company

recorded stock-based compensation of $ 15,000 .

March 3, 2025, the Company issued an aggregate of 342,220 shares of common stock to certain officers, employees, directors and consultants

for services rendered.

Those shares were valued at approximately $ 6 per share or $ 51,333,000 , being the closing price of the stock on

the date of grant.

Those shares were valued at approximately $ 150 per share or $ 51,333,000 , being the closing price of the stock

on the date of grant.

During the year ended June 30, 2025, the Company recorded stock-based compensation of $ 51,333,000 .

On August 15,

2025, the Company and a consultant agreed to enter into a three-month consulting agreement to provide digital marketing related services

for a monthly fee of $ 100,000 and a one-time payment of $ 300,000 upon signing this agreement.

August 30, 2025, the Company amended this agreement whereby the Company agreed to provide additional compensation by issuing 20,000 shares

of common stock every three months.

The first issuance of shares occurred on September 1, 2025 and subsequent issuances shall occur on

the first day of every three-month period thereafter.

Except for the changes made in the amendment, all other terms and provisions of

the original agreement shall remain unchanged and in full force and effect.

These shares were valued at approximately $ 68 or $ 1,365,000 ,

being the closing price of the stock on the date of grant.

During the year ended June 30, 2026, the Company recorded stock-based compensation

of $ 1,365,000 .

August 24, 2025, the Company incurred consulting fees of $ 43,748 for management advisory services rendered to a consultant.

agreed to issue 437 shares of shares of common stock to consultant.

These shares were valued at approximately $ 100 or $ 43,748 , being

the closing price of the stock on the date of grant.

During the year ended June 30, 2026, the Company recorded stock-based compensation

of $ 43,748 .

October 2025, the Company issued an aggregate of 173 share of common stock for services rendered and to be rendered from September 25,

2025 to December 25, 2025 in connection with the Advisory agreement dated on September 25, 2025.

These shares were valued at approximately

$ 43 or $ 7,500 , being the closing price of the stock on the date of grant.

During the year ended June 30, 2026, the Company recorded stock-based

compensation of $ 7,500 .

January 2026, the Company issued an aggregate of 593 shares of common stock for services rendered and to be rendered from December 26,

2025 to March 26, 2026 in connection with the Advisory agreement dated on September 25, 2025.

These shares were valued at approximately

$ 13 or $ 7,500 , being the closing price of the stock on the date of grant.

During the year ended June 30, 2026, the Company recorded stock-based

compensation of $ 7,500 .

March 16, 2026, the Company issued an aggregate of 1,020,000 shares of common stock to certain officers, employees, directors and consultants

for services rendered.

Those shares were valued at approximately $ 3.50 per share or $ 3,570,000 , being the closing price of the stock

on the date of grant.

During the year ended June 30, 2026, the Company recorded stock-based compensation of $ 3,570,000 related to such

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

issued for prepaid services

January 9, 2025 and March 23, 2025, the Company issued an aggregate of 2,025,000

shares of fully vested, non-forfeitable common stock to various consultants for consulting, investor relations and business advisory

services with service terms ranging from 6

months to three years.

Those shares were valued at a weighted average price of approximately $ 12

(ranging from $ 7

or $ 23,881,110 ,

being the closing prices of the stock on each respective date of grants.

During the year ended June 30, 2025, the Company recorded

stock-based compensation of $ 4,621,230 .

At June 30, 2025, the Company recorded prepaid expense – current portion of $ 8,334,046

and prepaid expense – long-term portion of $ 10,925,835

January 9, 2025 and March 23, 2025, the Company issued an aggregate of 81,000 shares of fully vested, non-forfeitable common stock to

various consultants for consulting, investor relations and business advisory services with service terms ranging from 6 months to three

Those shares were valued at a weighted average price of approximately $ 300 (ranging from $ 175 to $ 375 ) or $ 23,881,110 , being the

closing prices of the stock on each respective date of grants.

During the years ended June 30, 2026 and 2025, the Company recorded stock-based

compensation of $ 8,498,492 and $ 4,621,230 , respectively, related to this transaction.

March 16, 2026, the Company issued an additional 300,000 shares of fully vested, non-forfeitable common stock to various consultants

for consulting, investor relations and business advisory services related to existing 3 -year consulting agreements dated between January

2025 and March 2025.

Those shares were valued at approximately $ 3.50 per share or $1,050,000, being the closing price of the stock on

the date of grant.

At the date of grant, the Company recorded prepaid expense – current portion of $ 589,523 and prepaid expense

– long-term portion of $ 460,477 to be amortized over the remaining terms of the respective agreements.

During the year ended June

30, 2026, the Company recorded stock-based compensation of $ 8,498,492 related to this transaction.

June 30, 2025, the Company recorded prepaid (stock based) expense – current portion of $ 8,334,046 and prepaid (stock based) expense

– long-term portion of $ 10,925,835 to be amortized over the terms of the respective agreements.

At June 30, 2026, the Company recorded

prepaid (stock based) expense – current portion of $ 7,620,846 and prepaid (stock based) expense – long-term portion of $ 4,190,543

to be amortized over the terms of the respective agreements.

issued in connection with Debt Exchange Agreements

January 5, 2025 and March 5, 2025, the Company issued an aggregate of 51,000

shares of common stock to certain vendors in exchange for payment of outstanding balance of accounts payable of $ 129,354

pursuant to debt exchange agreements.

Those shares were valued at a weighted average price of approximately $ 9

(ranging from $ 7

or $ 437,500 ,

being the closing prices of the stock on each respective date of grants.

Common stock issuable of 7,750

shares shall be issued due to the reduced offering price provision as defined in the debt exchange agreement to such vendor.

Accordingly, the fair market value of the shares issued and issuable was $ 468,500 ,

resulting in a loss on extinguishment of debt at the time of exchange of $ 339,146

during the year ended June 30, 2025.

January 23, 2025, the Company entered into a Debt Exchange with the former director and issued 30,000

shares of common stock in exchange for the total outstanding loan of $ 74,395 .

Those shares were valued at approximately $ 13

per share or $ 375,000 ,

being the closing price of the stock on the date of grant to the former director.

Accordingly, the fair market value of the shares

issued was $ 375,000 ,

resulting in a loss on extinguishment of debt at the time of exchange of $ 300,605

during the year ended June 30, 2025.

January 5, 2025 and March 5, 2025, the Company issued an aggregate of 2,040 shares of common stock to certain vendors in exchange for

payment of outstanding balance of accounts payable of $ 129,354 pursuant to debt exchange agreements.

Those shares were valued at a weighted

average price of approximately $ 225 (ranging from $ 175 to $ 325 ) or $ 437,500 , being the closing prices of the stock on each respective

date of grants.

Common stock issuable of 310 shares shall be issued due to the reduced offering price provision as defined in the debt

exchange agreement to such vendor.

Accordingly, the fair market value of the shares issued and issuable was $ 468,500 , resulting in a

loss on extinguishment of debt at the time of exchange of $ 339,146 during the year ended June 30, 2025.

January 23, 2025, the Company entered into a Debt Exchange with the former director and issued 1,200 shares of common stock in exchange

for the total outstanding loan of $ 74,395 .

Those shares were valued at approximately $ 325 per share or $ 375,000 , being the closing price

of the stock on the date of grant to the former director.

Accordingly, the fair market value of the shares issued was $ 375,000 , resulting

in a loss on extinguishment of debt at the time of exchange of $ 300,605 during the year ended June 30, 2025.

February 5, 2025, the Company entered into debt exchange agreements with the two investors and issued an aggregate of 1,200 shares of

4 unchanged sentences

shares issued was $ 300,000 , resulting in a loss on extinguishment of debt at the time of exchange of $ 213,752 during the year ended June

January 7, 2026, the Company entered into an Exchange Agreement with Crown Bridge (see Note 5) and issued 15,792 shares of common stock

in exchange for the total outstanding loan balance of $ 65,280 and accrued interest of $ 60,484 .

Those shares were valued at approximately

$ 13 per share or $ 200,000 , being the closing price of the stock on the date of grant, resulting in a loss on extinguishment of debt at

the time of exchange of $ 74,236 .

issued in connection with a Warrant Exchange Agreement

March 3, 2025, the Company issued 900,000

shares of common stock to an investor in exchange for all the existing warrants (the “Warrant Exchange Warrants”) that

included an alternate cashless exercise provision held by the investor pursuant to a Warrant Exchange Agreement.

The fair value of

the surrendered Exchange Warrants exceeded the fair value of the 900,000

shares of common stock issued.

Accordingly, there was no deemed dividend recorded in connection with the Warrant Exchange Agreement.

The fair value of the 900,000

shares of common stock issued was $ 6

per share or $ 5.4

million based on the quoted trading price on the exchange date.

to employment agreements dated in May 2019, the Company granted de minimis restricted stock unit (after the Reverse Stock Split) to

the Company’s Chief Executive Officer and Chief Scientific Officer.

Such restricted stock units are subject to vesting terms

as defined in the employment agreements.

Such restricted stock units were valued at the fair value of approximately $ 497,240

based on the quoted trading price on the date of grant.

There were $ 248,620

unrecognized restricted stock units expense as of June 30, 2025 and 2024.

A de minimis amount of unvested restricted stock units

which are subject to various performance conditions have not yet been met and have not yet vested as of June 30, 2025 to which the

above amount of $ 248,620

BIOPHARMA, INC.

March 3, 2025, the Company issued 36,000 shares of common stock to an investor in exchange for all the existing warrants (the “Warrant

Exchange Warrants”) that included an alternate cashless exercise provision held by the investor pursuant to a Warrant Exchange

The fair value of the surrendered Exchange Warrants exceeded the fair value of the 36,000 shares of common stock issued.

there was no deemed dividend recorded in connection with the Warrant Exchange Agreement.

The fair value of the 36,000 shares of common

stock issued was $ 150 per share or $ 5.4 million based on the quoted trading price on the exchange date.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

summary of the Company’s stock option activity during the years ended June 30, 2025 and 2024 is presented below:

SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY

Outstanding at June 30, 2023

$ 271,980,000,000

Outstanding at June 30, 2024

$ 271,980,000,000

Outstanding at June 30, 2025

$ 271,980,000,000

Exercisable at June 30, 2025

$ 271,980,000,000

Outstanding and Exercisable:

Weighted average remaining contractual term

Weighted average fair

value of options granted during the year

Aggregate intrinsic value

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

to employment agreements dated in May 2019, the Company granted de minimis restricted stock unit (after the Reverse Stock Split) to the

Company’s Chief Executive Officer and Chief Scientific Officer.

Such restricted stock units are subject to vesting terms as defined

in the employment agreements.

Such restricted stock units were valued at the fair value of approximately $ 497,240 based on the quoted

trading price on the date of grant.

There were $ 248,620 unrecognized restricted stock units expense as of June 30, 2026 and 2025.

minimis amount of unvested restricted stock units which are subject to various performance conditions have not yet been met and have

not yet vested as of June 30, 2026 to which the above amount of $ 248,620 relates to.

the Effective Date, the Company’s board of directors approved and adopted the Company’s 2019 Equity Incentive Plan (the “2019

Plan”), which reserves a total of 1 share of the Company’s common stock for issuance under the 2019 Plan.

Plan”), which reserves a total of nil share of the Company’s common stock for issuance under the 2019 Plan.

Incentive awards

1 unchanged sentence

awards and restricted stock units.

the years ended June 30, 2025 and 2024, the Company recognized stock-based compensation of $ 0 for both periods.

There was $ 0 of unvested

stock options expense as of June 30, 2025.

the years ended June 30, 2026 and 2025, there were de minimis number of options after the Reverse Stock Split.

During the years ended

June 30, 2026 and 2025, the Company recognized stock-based compensation of $ 0 for both periods.

There was $ 0 of unvested stock options

expense as of June 30, 2026.

No stock options were granted during the years ended June 30, 2026 and 2025.

1 unchanged sentence

SUMMARY OF WARRANT ACTIVITY

Price Per Share

Outstanding at June 30, 2024

$ 326,400,000

Outstanding at June 30, 2025

Granted – Common stock warrants

Granted – Series C preferred stock warrants

Exercised – Series C preferred stock warrants

Outstanding at June 30, 2026

3 unchanged sentences

Aggregate intrinsic value

March 3, 2025, the Company cancelled all the existing warrants ( 0.0002 Series A warrants, 0.0003 Series B warrants, and 0.0008 Series

C warrants) held by an investor pursuant to a Warrant Exchange Agreement (see above).

connection with the issuance of shares on April 3, 2020, the Company closed on a transaction related to a Securities Purchase Agreement

(the “Securities Purchase Agreement”) entered into on March 30, 2020, whereby an investor purchased from the Company, 0.0001

units, each consisting of (i) 0.0001 shares of the Company’s common stock, or pre-funded warrants upon investor’s election

due to the 4.99% blocker provision and (ii) 0.00003 warrants to purchase one share of Common Stock (“Series A Warrants”,

and collectively with the Common Stock the “Units”).

In addition to the Units, the investor was issued 0.001 warrants to

purchase one share of Common Stock (the “Series B Warrants”) and an additional 0.001 warrants to purchase one share of Common

Stock, subject to a vesting schedule (the “Series C Warrants” and, together with the Prefunded Warrants, the Series A Warrants,

and the Series B Warrants, the “Warrants”).

Due to the Beneficial Ownership Limitation, the Company granted 0.0002 Prefunded

Warrants with exercise price of $ 6,000,000 (but can be less than par value).

The Prefunded Warrants were exercisable immediately and

expired when exercised in full.

(See shares issued in connection with a Warrant Exchange Agreement noted above)

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

to the Securities Purchase Agreement entered into March 20, 2020 as discussed above, the investor purchased Series A Warrants to purchase

up to 0.0002 shares of Common Stock, subject to adjustment as provided therein.

The Series A Warrants had a cash exercise price of $ 12,000,000,000

per share and were immediately exercisable and expired in 3 years (see extension noted below).

The Series A Warrants contained a provision

for cashless exercise in the event there was no effective registration statement registering the shares underlying the Series A Warrants

calculated based on the difference between the exercise price of the Series A Warrant and the trading price of the stock (the “Cashless

Additionally, the Series A Warrants contained a provision for a cashless conversion at the Holder’s option should

the trading price of the Common Stock fall below $12,000,000,000, per share calculated based on the difference between the exercise price

of the Series A Warrant and 70% of the Market Price, as defined therein (the” Alternate Cashless Exercise”).

The Alternate

Cashless Exercise price was $0.001 or the par value.

See above “Shares issued for exercise of warrants” for discussion of

deemed dividend related to alternate cashless exercise.

to the Securities Purchase Agreement entered into March 20, 2020 as discussed above, the investor purchased Series B Warrants to purchase

up to 0.001 shares of Common Stock, subject to adjustment as provided therein;

provided, however, commencing on the 90th day following

the effective date, the Company may reduce the number of Warrant Shares issuable upon exercise thereof by 38 upon 10 Trading Days’

prior written notice to the Holder provided that the Company issues to the Holder 0.0001 shares of Common Stock (or, at the election

of the Holder, an equivalent number of pre-funded warrants) and Series A Warrants to purchase up to 0.0001 shares of Common Stock, which

shares shall be issued pursuant to a registration statement without restrictions on resale.

The Series B Warrants had a cash exercise

price of $ 2,400,000,000 per share and expired in 3 years (see extension noted below).

The Series B Warrants contained a provision for

Cashless Exercise.

to the Securities Purchase Agreement entered into March 20, 2020 as discussed above, the investor purchased Series C Warrants to purchase

up to 0.001 shares of Common Stock, subject to adjustment as provided therein and expired in 3 years (see extension noted below).

Series C Warrants had a cash exercise price of $ 12,000,000,000 per share, subject to a vesting schedule, which was based on such Holder’s

exercise of the Series B Warrants (warrants shall be exercisable ratably upon exercise of Series B Warrants).

The Series C Warrants contained

provisions for Cashless Exercise and Alternate Cashless Exercise.

See above “Shares issued for exercise of warrants” for

discussion of deemed dividend related to alternate cashless exercise.

Agreement to Extend Termination Dates.

March 8, 2023, the Company agreed with the holder of Series B Warrants (the “Holder”) pursuant to a letter agreement to exercise

up to $ 250,000 of Series B Warrants currently held as follows:

upon the execution of such letter agreement, the Holder will exercise 0.0001 Series B Warrants for an aggregate exercise price of

$ 150,000 , or 0.0001 shares of common stock (the “Existing Warrants”) and;

5 business days’ written notice to the Holder from the Company of receipt of approval by the Financial Industry Regulatory

Authority, Inc.

(“FINRA”) of the Company’s next anticipated reverse stock split, an additional $ 100,000 of Series

B Warrants for 0.0001 shares of common stock.

an inducement to exercise the Existing Warrants, the Company agreed to extend the termination date of the Existing Warrants and the Series

A Warrants held by the Holder to March 27, 2025, and to extend the termination date of the Series C Warrants held by the Holder to the

third anniversary of the last vesting date of such warrants, effective upon the exercise of the first $ 150,000 of Existing Warrants.

accordance with ASC 815-40-35-17(c), the effect of a modification or an exchange of an equity classified freestanding written call option

was measured as the difference between the fair value of the modified instrument and the fair value of that instrument immediately before

it was modified.

The Company recognized the effect of the modifications of the warrants above that was directly attributable to an actual

equity offering as an equity issuance cost which amount was not material.

The modified warrants were determined to be equity classified,

accordingly, the incremental fair value and equity issuance cost were both recognized in additional paid in capital and therefore, there

was no effect in equity and such value is de minimis.

March 3, 2025, the Company issued 900,000 shares of common stock to the investor in exchange for all the Existing Warrants (the “Exchange

Warrants”) that included an alternate cashless exercise provision held by the investor pursuant to a Warrant Exchange Agreement.

The fair value of the surrendered Exchange Warrants exceeded the fair value of the 900,000 shares of common stock issued.

there was no deemed dividend recorded in connection with the Warrant Exchange Agreement.

The fair value of the 900,000 shares issued

was $ 6 per share or $ 5.4 million based on the quoted trading price on the exchange date.

Granted to Lender – Related Party

5, 2023, the Company and an institutional investor affiliated with one of our directors, Josef Zelinger, entered into a letter agreement,

pursuant to which such investor loaned the Company an aggregate of $ 230,000 AUD ($ 153,256 USD).

Pursuant to such agreement, the term

of such loan is three ( 3 ) years, ending on July 5, 2026, with an interest rate of 10 % to be paid monthly in arrears.

In connection with

such loan, the Company issued 250 warrants to purchase common stock to such investor immediately exercisable at an initial exercise price

of $ 600 per share (subject to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata distribution)

with an expiry date of July 5, 2026.

The Company accounted for the 250 warrants issued with this loan payable by using the relative fair

value method.

The total debt discount which is equivalent to the relative fair value of the warrants of $ 141,084 using a Black-Scholes

model with the following assumptions:

stock price at valuation date of $ 7,140 based on the closing price of common stock at date of grant,

exercise price of $ 600 , dividend yield of zero , expected term of 3.00 , a risk-free rate of 4.59 %, and expected volatility of 268 % and

was recorded to additional paid in capital (see Note 5).

BIOPHARMA, INC.

March 3, 2025, the Company cancelled all the existing warrants (de minimis number of shares of Series A warrants, Series B warrants,

and Series C warrants) held by an investor pursuant to a Warrant Exchange Agreement (see above).

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

the year ended June 30, 2024, the Company issued an aggregate of 105 shares of common stock from the alternate cashless exercise of 0.000001

Series A warrants with an original exercise price of $ 12,000,000,000 and alternate cashless exercise price of $ 60 or the par value of

common stock.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

June 17, 2026, the Company entered into a common stock repurchase plan (the “Repurchase Plan”) with a broker.

The Repurchase

Plan provides for the repurchase of shares of the Company’s common stock in an aggregate amount of up to $ 5.0 million, subject

to the terms, conditions and trading parameters specified in the Repurchase Plan.

Repurchases under the Repurchase Plan may be made from

time to time through open-market transactions and are subject to applicable securities laws, market conditions and the limitations set

forth in the Repurchase Plan.

The Repurchase Plan does not obligate the Company to repurchase any minimum number or dollar amount of

Unless terminated earlier in accordance with its terms, the Repurchase Plan will terminate on December 31, 2026, or upon the

occurrence of certain other events specified in the Repurchase Plan.

As of June 30, 2026, no shares of common stock had been repurchased

under the Repurchase Plan (see Note 13).

9 – COMMITMENTS AND CONTINGENCIES

time to time, the Company may be subject to litigation and claims arising in the ordinary course of business.

The Company is not currently

a party to any material legal proceedings and the Company is not aware of any pending or threatened legal proceeding against the Company

that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.

December 9, 2025, the

Company was served with a complaint (the “Complaint”) filed in the Superior Court of the State Delaware by an investment

firm (the “Investment Firm”).

In the Complaint, the Investment Firm alleges breach of an engagement agreement dated

August 3, 2025 (the “Engagement Agreement”) between the Company and the Investment Firm and argued that the Company owed the Investment Firm a

$15,000 deal deposit fee for entering into the Engagement Agreement and a $250,000 break fee for not completing an equity financing

with the Investment Firm.

On January 15, 2026, the Company filed an answer to the Complaint with the Superior Court of the State of

Delaware and intended to vigorously defend the action.

Other than as described above, there is no other action, suit, or proceeding

by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive

officers of our Company or our subsidiary, threatened against or affecting our Company, our Common Stock, our subsidiary or of our

companies or our subsidiary’s officers or directors in their capacities as such, in which an adverse decision could have a

material adverse effect.

June 30, 2026, the Company entered into a settlement agreement and release with the Investment Firm pursuant to which the both parties agreed to resolve

the disputed claims above, in exchange for dismissal and complete release of all claims, the Company agrees to:

(i) make a cash payment

of $ 75,000 to the Investment Firm;

and (ii) issue common shares to the Investment Firm shares which, on the date of issuance, have an aggregate value of $ 75,000

(the “Settlement Payment”) During the year ended June 30, 2026, the Company recorded $ 150,000 in settlement expenses.

of June 30, 2026, the Company recorded common stock issuable of 51,289 shares.

In July 2026, the Company paid $ 75,000 and issued 51,289

shares of the Company’s common stock valued at $ 75,000 .

part of its requirement for having a foreign operating subsidiary, the Company is required to file an informational Form 5471 to the

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and the parent company.

From 2012 through the 2014, the Company did not file this form in a timely manner.

From 2012 through 2014, the Company did not file this form in a timely manner.

As a result of the non-timely

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are owed under the agreement.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Collaboration

22 unchanged sentences

18,200 Euros ($ 18,407 USD) upon execution (paid in August 2022),

8,000 Euros ($ 8,091 USD) in September 2022 (unpaid),

7,000 Euros ($ 7,080 USD) in December 2022 (unpaid),

10,000 Euros ($ 10,114 USD) in March 2023 (unpaid), and

10,000 Euros ($ 10,114 USD) in July 2023 (unpaid).

commencement date for the experiments was on September 1, 2022, and the estimated length of time for completion is 24 months.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

of June 30, 2025 and 2024, the Company has $ 51,468 and $ 47,531 , respectively, balance due to the University for unreimbursed lab fees,

which are included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.

8,000 Euros ($ 8,091 USD) in September 2022 (paid in September 2025),

7,000 Euros ($ 7,080 USD) in December 2022 (paid in September 2025),

10,000 Euros ($ 10,114 USD) in March 2023 (paid in October 2025), and

10,000 Euros ($ 10,114 USD) in July 2023 (paid in October 2025).

commencement date for the experiments was on September 1, 2022, and the length of time for completion was 24 months.

A doctoral thesis

was completed in December 2024.

March 2026, the Company entered into another two-year collaboration agreement with the University of Jaén and the University of

Granada (the “Universities”) to provide certain research services to the Company.

In consideration of such services, the

Company agreed to pay the Universities for research services of approximately 100,000 Euros ($ 115,900 USD) in year one and 102,800 Euros

($ 119,145 USD) in year two, as well as, personnel compensation of approximately 80,000 Euros or $ 92,720 USD ( 40,000 Euros paid in February

2026, 20,000 Euros payable in December 2026, and 20,000 Euros in June 2027).

In exchange for full ownership of the intellectual property,

the Company agreed to pay royalties of 5 % of net revenues to each University.

consideration for the research services, the Company agreed to pay the Universities 202,800 Euros ($ 235,045 USD) payable as follows:

34,000 Euros ($ 39,406 USD) 3 rd Month from date of execution in June 2026 (paid in April 2026),

41,800 Euros ($ 48,446 USD) in July 2026,

30,000 Euros ($ 34,770 USD) in September 2026,

40,000 Euros ($ 46,360 USD) in January 2027,

30,000 Euros ($ 34,770 USD) in May 2027, and

27,000 Euros ($ 31,293 USD) in September 2027.

of June 30, 2026 and 2025, the Company has $ 0 and $ 51,468 , respectively, balance due to the University for unreimbursed lab fees, which

are included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.

As of June 30, 2026 and 2025,

there are no royalty fees owed to the University.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

May 4, 2024, the Company entered into an Engagement Agreement (the “Agreement”) with EF Hutton LLC (the “Consultant”)

6 unchanged sentences

Financing Fees:

For private equity and equity-linked placements, pay the Consultant a cash fee of eight percent ( 8.0 %)

of the amount of capital raised, invested or committed, payable in cash at the closing or closings of the financing to which it relates;

For private equity and equity-linked placements, pay the Consultant a cash fee of eight percent ( 8.0 %) of the amount of capital raised,

invested or committed, payable in cash at the closing or closings of the financing to which it relates;

For debt placements, pay the Consultant a cash fee of six percent ( 6.0 %) of the amount of capital raised, invested or committed, payable

24 unchanged sentences

The Company paid $ 25,000 in May

2024 which was recorded as deferred offering cost as of June 30, 2025 and 2024 for both periods.

During the year ended June 30, 2025

and 2024, EF Hutton did not close any offering and the Company engaged another underwriter for an Offering that closed in August 2025.

2024 which was recorded as deferred offering cost as of June 30, 2025.

During the years ended June 30, 2026 and 2025, EF Hutton did not

close any offering and the Company engaged another underwriter for an Offering that closed in August 2025.

August 14, 2025, the Company entered into an underwriting agreement with D.

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Securities Act of 1933, as amended or contribute to payments the Underwriter may be required to make because of any of those liabilities.

Company accrued $ 115,000 for services rendered by the Underwriters as of June 30, 2025 which was recorded as deferred offering cost.

No payment was made during the year ended June 30, 2025.

The Company paid the underwriting expenses in August 2025 upon closing of the

Offering (see Note 13).

The Company accrued $ 115,000 for services rendered by the Underwriters as of June 30, 2025 which was recorded as deferred offering cost

and no payment was made during the year ended June 30, 2025.

The Company paid underwriting commissions and offering expenses of $ 535,000

in August 2025 upon closing of the Offering (see Note 8).

January 23, 2026, the Company entered into a settlement agreement and release with the Representative pursuant to which the Company agreed

that, during the 360-day period following the public offering (the “Lock-up Period”), it would not, without the prior consent

of the Representative, offer or sell any securities or file any registration statement with the Commission relating to the offering of

any shares (as defined in the Lock-up Agreement executed with the Representative).

Under the terms of the settlement agreement, the Company

agreed to pay the Representative an initial settlement amount of $ 50,000 , as well as 4 % of the gross proceeds received from any additional

During the year ended June 30, 2026, the Company paid $ 170,000 and has been recorded in settlement expenses.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Leases – Related Party

3 unchanged sentences

$ 66,201 and total lease liabilities of $ 66,201 based on an incremental borrowing rate of 8 %.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

May 4, 2025, the Company entered in a one-year 1 lease agreement with North Horizon Pty Ltd., a related party, for a monthly rent of $ 3,300

4 unchanged sentences

SCHEDULE OF RIGHT OF USE ASSET

June 30, 2026

June 30, 2025

accumulated amortization

Right-of-use asset,

Right-of-use asset, net

Lease liabilities are summarized below:

SCHEDULE OF OPERATING LEASE LIABILITY

June 30, 2026

June 30, 2025

Reduction of lease liability

office lease,

current portion

Long term portion

of lease liability

office lease, current portion

Long term portion of lease liability

future minimum lease payments under non-cancelable operating lease at June 30, 2026 are as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Fiscal Year 2026

Fiscal Year 2026- remainder

Fiscal Year 2027

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Imputed interest

Total operating lease

Total operating lease liability

weighted average remaining lease term for the operating lease is 1.77 years as of June 30, 2026.

10 – RELATED PARTY TRANSACTIONS AND BALANCES

its inception, the Company has conducted transactions with its directors and entities related to such directors.

transactions have included the following:

of June 30, 2025 and 2024, the Company owed its former director a total of $ 0

and $ 29,759 ,

respectively, related to expenses paid on behalf of the Company related to corporate startup costs and intellectual property.

Additionally,

as of June 30, 2025 and 2024, the Company owed its former director a total of $ 0

and $ 49,528 ,

respectively, for money loaned to the Company, throughout the years.

On January 23, 2025, the Company entered into a Debt Exchange with

the former director and issued 30,000

shares of common stock in exchange for the total outstanding

loans of $ 74,395

(see Note 4).

May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a related

1 unchanged sentence

Nathanielsz, our CEO, CFO and a director, and his wife are owners and directors.

The lease had a five-year 5 term and

provided for annual rental payments of $ 39,600 AUD or $ 28,325 USD, which includes $ 3,600 AUD or $ 2,575 USD of goods and service tax for

total payments of $ 198,000 AUD or $ 141,629 USD during the term of the lease.

Such lease expired in May 2021 and was renewed for another

one-year term from May 2021 to May 2022.

On May 4, 2022, the Company entered into a three-year 3 lease agreement with North Horizon Pty

for a monthly rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes (See Note 9).

As of June 30, 2025

and 2024, total rent payable of $ 200,402 AUD ($ 131,684 USD) and $ 194,129 AUD ($ 129,930 USD), respectively, was included in accrued expenses

in the accompanying consolidated balance sheet.

Rent expense under those lease was $ 34,150 and $ 34,150 in fiscal 2025 and 2024, respectively

and reflected as occupancy expenses in the accompanying consolidated statements of operations and comprehensive income (loss).

BIOPHARMA, INC.

The lease had a 5 five-year

term and provided for annual rental payments of $ 39,600

AUD or $ 28,325

USD, which includes $ 3,600

AUD or $ 2,575

USD of goods and service tax for total payments of $ 198,000

AUD or $ 141,629

USD during the term of the lease.

lease expired in May 2021 and was renewed for another one-year term from May 2021 to May 2022 .

On May 4, 2022, the Company entered into a three-year 3 lease agreement with North Horizon Pty Ltd.

for a monthly rent of $ 3,000 AUD or

$ 2,176 USD (depending on exchange rate) per month plus taxes.

On May 4, 2025, the Company renewed for another one-year lease agreement

with North Horizon Pty Ltd., a related party, for a monthly rent of $ 3,300 AUD or $ 2,127 USD (depending on exchange rate) per month plus

taxes with an option to renew the lease for an additional two-year term (See Note 9).

As of June 30, 2026 and 2025, total rent payable

of $ 119,159 AUD ($ 82,363 USD) and $ 200,402 AUD ($ 131,684 USD), respectively, was included in accrued expenses in the accompanying consolidated

balance sheet.

expense under the lease was $ 40,932 and $ 26,560 during the years ended June 30, 2026 and 2025, respectively reflected as occupancy expenses

in the accompanying consolidated statements of operations and comprehensive income (loss).

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

payable - Related Party

its inception, the Company has conducted transactions with its directors and entities related to such directors.

transactions have included the following:

of June 30, 2026 and 2025, the Company owed its former director a total of $ 0 and $ 29,759 , respectively, related to expenses paid on

behalf of the Company related to corporate startup costs and intellectual property.

Additionally, as of June 30, 2026 and 2025, the Company

owed its former director a total of $ 0 and $ 49,528 , respectively, for money loaned to the Company, throughout the years.

On January 23,

2025, the Company entered into a Debt Exchange with the former director and issued 1,200 shares of common stock in exchange for the total

outstanding loans of $ 74,395 (see Note 4).

payable - Related Party (see Note 5)

3 unchanged sentences

These loans bear no interest and are payable on demand.

The Company repaid $ 16,428 USD including additional interest expense of

$ 4,805 USD on February 12, 2026.

Additionally, the Company repaid $ 16,188 USD including interest expense of $ 4,793 USD on April 28, 2026.

August 1, 2024, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,

12 unchanged sentences

These loans bear no interest and are payable on demand.

The Company repaid $ 12,000 AUD of this

loan on August 19, 2025.

The Company repaid $ 12,000 AUD ($ 7,774

USD) of this loan on August 19, 2025.

The Company repaid the remaining balance of $ 3,000 AUD ($ 1,957 USD) including additional interest

expense of $ 319 USD on February 12, 2026.

December 3, 2024, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,

17 unchanged sentences

The Company fully repaid this loan on August 19, 2025.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

June 13, 2025, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,

5 unchanged sentences

The Company fully repaid this loan on August 19, 2025.

payable -long-term- Related Party

July 5, 2023, the Company and an institutional investor affiliated with one of our directors, Josef Zelinger, entered into a letter agreement,

6 unchanged sentences

with an expiry date of July 5, 2026 (see Note 5).

July 3, 2025 and August 14, 2025, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company

an aggregate of $ 120,000 AUD ($ 78,249 USD).

These loans bore no interest and were payable on demand (see Note 5).

August 21, 2025, the Company fully repaid certain loans payable to a related party with loan dates from December 2024 to August 2025

with aggregate principal amount of $ 235,188 AUD ($ 150,808 USD), and accrued interest of $ 6,205 AUD ($ 3,994 USD) (see Note 5).

remaining balance of all the loans payable – related parties, net of discount amounted to $ 460,809 and $ 415,329 as of June 30,

2026 and 2025, respectively.

The total principal outstanding under loan payable – long term - related party, net of discount, was

$ 0 and $ 105,627 as of June 30, 2026 and 2025 (see Note 5).

and Services Agreements with Management

8 unchanged sentences

The Nathanielsz Employment Agreement continues in effect as amended on October 26, 2022 (see below).

The Nathanielsz Employment Agreement provides Mr.

Nathanielsz with a base salary of $ 25,000 AUD per month ($ 300,000 AUD annually or $ 205,680

USD) and a monthly contribution to Mr.

The Nathanielsz Employment

Agreement provides Mr.

Nathanielsz with a base salary of $ 25,000 AUD per month ($ 300,000 AUD annually or $ 205,680 USD) and a monthly

contribution to Mr.

Nathanielsz’s pension equal to 9.5 % of his monthly salary.

Nathanielsz has the ability

to convert any accrued but unpaid salary into common stock at the end of each fiscal year at a conversion price to be determined by Mr.

Nathanielsz and the Company, which will in no event be lower than par value or higher than the closing bid price on the date of conversion.

Pursuant to the Nathanielsz Employment Agreement, Mr.

Nathanielsz is entitled to an annual discretionary bonus in an amount up to 200 %

of his annual base salary, which bonus shall be determined by the Company’s board of directors based upon the performance of the

On March 16, 2018, the Company’s board of directors approved an increase of Mr.

Nathanielsz’s annual base salary

from $ 300,000 AUD ($ 205,680 USD) to $ 400,000 AUD ($ 274,240 USD), effective February 2018.

On August 1, 2022, the Company’s board

of directors approved an increase of Mr.

Nathanielsz’s annual base salary from $ 400,000 AUD ($ 309,313 USD) to $ 600,000 AUD ($ 414,900

USD), effective July 1, 2022.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

Nathanielsz’s wife, Sylvia Nathanielsz, is and has been a non-executive, part-time employee of the Company since October 2015.

Effective February 1, 2018, Mrs.

Nathanielsz receives an annual salary of $ 120,000 AUD ($ 80,904 USD) and is entitled to customary benefits.

to a February 25, 2016 board resolution, James Nathanielsz was paid $ 4,481 AUD ($ 3,205 USD), on a monthly basis for the purpose of acquiring

and maintaining an automobile which car allowance expired in August 2022.

For the fiscal years ended June 30, 2025 and 2024, $ 6,866 USD

and $$ 17,714 USD, respectively, was paid to Mr.

Nathanielsz for vehicle related expenses.

Nathanielsz has the ability to convert any accrued

but unpaid salary into common stock at the end of each fiscal year at a conversion price to be determined by Mr.

Nathanielsz and the

Company, which will in no event be lower than par value or higher than the closing bid price on the date of conversion.

Pursuant to the

Nathanielsz Employment Agreement, Mr.

Nathanielsz is entitled to an annual discretionary bonus in an amount up to 200 % of his annual

base salary, which bonus shall be determined by the Company’s board of directors based upon the performance of the Company.

March 16, 2018, the Company’s board of directors approved an increase of Mr.

Nathanielsz’s annual base salary from $ 300,000

AUD ($ 205,680 USD) to $ 400,000 AUD ($ 274,240 USD), effective February 2018.

On August 1, 2022, the Company’s board of directors

approved an increase of Mr.

Nathanielsz’s annual base salary from $ 400,000 AUD ($ 309,313 USD) to $ 600,000 AUD ($ 414,900 USD), effective

July 1, 2022.

Nathanielsz’s wife, Sylvia Nathanielsz, was a non-executive, part-time employee of the Company since October 2015.

Effective October

17, 2025, Mr.

Nathanielsz’s wife, Sylvia Nathanielsz, became the finance and operations manager of the Company.

Consequently, Mrs.

Nathanielsz’s annual salary increased from $ 120,000 AUD to $ 150,000 AUD ($ 103,680 USD) and is entitled to customary benefits.

August 12, 2021, the Board approved a bonus of $ 177,840 USD.

7 unchanged sentences

A total of $ 25,000 AUD ($ 16,070 USD) in payments were made

in respect of the bonuses during the year ended June 30, 2023, resulting in a remaining balance of $ 107,937 AUD ($ 71,929 USD) bonus payable

as of June 30, 2023 which was included in accrued expenses in the accompanying consolidated balance sheet.

total of $ 25,000 AUD ($ 16,070 USD) in payments were made in respect of the bonuses during the year ended June 30, 2024.

In January 2024,

the Board approved a bonus of $ 150,000 AUD or $ 102,195 USD resulting in a remaining balance of $ 217,540 AUD ($ 141,118 USD) bonus payable

as of June 30, 2024.

In June 2025, the Board approved a bonus of $ 198,000 AUD or $ 130,106 USD resulting in a remaining balance of $ 415,540

AUD ($ 273,051 USD) bonus payable as of June 30, 2025 which was included in accrued expenses in the accompanying consolidated balance

in respect of the bonuses during fiscal year 2024.

In January 2024, the Board approved a bonus of $ 150,000 AUD or $ 102,195 USD.

2025, the Board approved a bonus of $ 198,000 AUD or $ 130,106 USD resulting in a remaining balance of $ 415,540 AUD ($ 273,051 USD) bonus

payable as of June 30, 2025 which was included in accrued expenses in the accompanying consolidated balance sheet.

Total bonus payments

of $ 172,939 AUD ($ 115,247 USD) were made during the year June 30, 2026.

In fiscal year 2026, the Board approved a bonus of $ 330,000 AUD

or $ 228,096 USD resulting in a remaining balance of $ 572,664 AUD ($ 395,825 USD) bonus payable as of June 30, 2026 which was included

in accrued expenses in the accompanying consolidated balance sheet.

and Restated Employment Agreement

May 14, 2019 (the “Effective Date”), the Company entered into an Amended and Restated Employment Agreement (the

“Employment Agreement”) with Mr.

Nathanielsz for a term of three

years , subject to automatic one-year renewals, at an annual salary of $ 400,000

AUD ($ 309,313

May 14, 2019 (the “Effective Date”), the Company entered into an Amended and Restated Employment Agreement (the “Employment

Agreement”) with Mr.

Nathanielsz for a term of three years , subject to automatic one-year renewals, at an annual salary of $ 400,000

AUD ($ 309,313 USD).

Pursuant to the Employment Agreement, Mr.

Nathanielsz was granted options to purchase a de minimis share of common stock (the

“Nathanielsz Options”), de minimis restricted stock units of the Company (the “Initial Nathanielsz RSUs”),

Nathanielsz was granted options to purchase a de minimis share of common

stock (the “Nathanielsz Options”), de minimis restricted stock units of the Company (the “Initial Nathanielsz RSUs”),

and an additional de minimis restricted stock units of the Company (the “Additional Nathanielsz RSUs”).

1 unchanged sentence

restricted stock units were granted pursuant to the 2019 Plan approved by the Board on the Effective Date.

The Nathanielsz Options

have a term of 10 years from the date of grant.

The Nathanielsz Options and Additional Nathanielsz RSU’s are subject to

vesting periods pursuant to the Employment Agreement.

There are de minimis vested options and restricted stock units that are

considered issuable as of June 30, 2025 and 2024.

The Nathanielsz Options have

a term of 10 years from the date of grant.

The Nathanielsz Options and Additional Nathanielsz RSU’s are subject to vesting periods

pursuant to the Employment Agreement.

There are de minimis vested options and restricted stock units that are considered issuable as

of June 30, 2026 and 2025.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

October 26, 2022, the Company entered into an Amended and Restated Employment Agreement (the “Amended Agreement”) with Mr.

11 unchanged sentences

May 14, 2019, the Company entered into an Amended and Restated Services Agreement (the “Services Agreement”) with Dr.

the Company’s Chief Scientific Officer and a director, for a term of three years , subject to automatic one-year renewals, at an

annual salary of $ 54,000 AUD ($ 41,580 USD).

the Company’s former Chief Scientific Officer and director, for a term of three years , subject to automatic one-year renewals,

at an annual salary of $ 54,000 AUD ($ 41,580 USD).

In connection with the execution of the Services Agreement, Dr.

Kenyon was designated as

an executive officer of the Company and assumed a more active executive role with the Company.

Pursuant to the Services Agreement, Dr.

Kenyon was designated

as an executive officer of the Company and assumed a more active executive role with the Company.

Pursuant to the Services Agreement,

Kenyon was granted options to purchase a de minimis share of common stock (the “Kenyon Options”), a de minimis restricted

7 unchanged sentences

June 30, 2026 and 2025.

of June 30, 2025 and 2024, total accrued salaries of $ 202,000 AUD ($ 132,734 USD) and $ 148,000 AUD ($ 97,044 USD), respectively, were included

in accrued expenses in the accompanying consolidated balance sheets.

Employee Benefit Liability

As of June 30, 2025 and 2024, total employee benefit liability of $ 667,901 and $ 639,371 , respectively, consist of unpaid or unused annual

October 1, 2025, the Company agreed to pay Dr.

Kenyon an annual director’s fee of $ 45,000 USD.

Effective February 20, 2026, Dr.

Kenyon retired and stepped down from the board of directors of the Company.

Kenyon will remain a medical advisor to the Company.

That same day, the board filled the vacancy left by Dr.

Kenyon and appointed Dr.

Ralf Brant to serve on the board.

of June 30, 2026 and 2025, total accrued salaries of $ 202,000 AUD ($ 139,622 USD) and $ 202,000 AUD ($ 132,734 USD), respectively, were

included in accrued expenses in the accompanying consolidated balance sheets.

and Professional Fees Paid To Related parties

the year ended June 30, 2026, the Company paid development consulting fees amounting to $ 125,563 AUD ($ 85,019 USD) to an affiliated company

owned by one of the Company’s directors, Dr.

Brant, who was appointed in February 2026.

Additionally, as of June 30, 2026, the

Company recorded accounts payable of $ 13,310 AUD ($ 9,200 USD) due to Dr.

the year ended June 30, 2026, the Company paid accounting fees amounting to $ 12,481 USD to an affiliated company whose managing director

is one of the Company’s directors, Mr.

Joseph Himy, who was appointed in August 2025.

The Company’s Chief Financial Officer,

Jeannine Zimmerman, also currently works in the same affiliated company.

the year ended June 30, 2026, the Company paid accounting fees amounting to $ 37,850 AUD ($ 25,628 USD) to an affiliated company owned

by one of the Company’s directors, Mr.

Carlo Campiciano, who was appointed in July 2026.

Benefit Liability

of June 30, 2026 and 2025, total employee benefit liability of $ 754,038 and $ 667,901 , respectively, consist of unpaid or unused annual

leave and long service leave by Mr.

4 unchanged sentences

on the consolidated balance sheet as accumulated other comprehensive income.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

11 – CONCENTRATIONS AND RISKS

4 unchanged sentences

has not experienced any losses in such accounts through June 30, 2026.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

fiscal 2024, the Company primarily relied on funding from five convertible and non-convertible debt lenders and received net proceeds

after deductions of $ 103,900 for original issue discounts and debt issue costs from each of the five lenders of $ 295,000 , $ 150,000 , $ 127,500 ,

$ 120,000 and $ 224,885 , respectively which represents approximately 28 %, 14 %, 12 %, 11 % and 21 %, respectively of total net proceeds received

the year ended June 30, 2025, the Company primarily relied on funding from five convertible debt lenders and received net proceeds after

deductions of $ 46,200 for original issue discounts and debt issue costs from each of the five lenders of $ 160,000 , $ 180,000 , $ 125,000 ,

$ 245,640 and $ 98,060 , respectively, which represents approximately 18 %, 20 %, 14 %, 28 % and 11 %, respectively, of total proceeds received

by the Company during fiscal 2025.

fiscal 2025, the Company primarily relied on funding from five convertible debt lenders and received net proceeds after deductions of

$ 46,200 for original issue discounts and debt issue costs from each of the five lenders of $ 160,000 , $ 180,000 , $ 125,000 , $ 245,640 and

$ 98,060 , respectively, which represents approximately 18 %, 20 %, 14 %, 28 % and 11 %, respectively, of total proceeds received by the Company

the year ended June 30, 2026 the Company primarily relied on funding from one convertible and two non-convertible debt lenders and received

net proceeds after deductions of $ 19,850 for original issue discounts and debt issue costs from each of the three lenders of $ 100,000 ,

$ 75,000 , and $ 78,249 , respectively which represents approximately 39 %, 30 % and 31 %, respectively of total proceeds received by the Company

during fiscal 2026.

19 unchanged sentences

Presently, there are 85 granted,

allowed, or accepted patents and 5 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes

against solid tumors, covering the lead product candidate PRP.

allowed, or accepted patents and 4 provisional patents filed, or under examination in key global jurisdictions relating to the use of

proenzymes against solid tumors, covering the lead product candidate PRP.

patent applications are expected to be filed to capture and protect additional patentable subject matter based on the Company’s

16 unchanged sentences

as change in fair value in operations on the issuance date.

The Company had $ 291,650 (9 notes) and $ 110,500 (3 notes) of convertible

debt, which were treated as derivative instruments outstanding at June 30, 2025 and 2024, respectively.

The Company had $ 0 and $ 291,650 (9 notes) of convertible debt, which were

treated as derivative instruments outstanding at June 30, 2026 and 2025, respectively.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Company calculates the estimated fair values of the liabilities for derivative instruments using the Binomial Trees Method.

4 unchanged sentences

for treasury securities with the same term.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES

Initial Valuations

(on new derivative

instruments entered

during the year ended June 30, 2025)

into during the year ended June 30, 2026)

Initial Valuations

(on new derivative

instruments entered

during the year ended June 30, 2024)

into during the year ended June 30, 2025)

Expected remaining term

2 unchanged sentences

Expected dividend yield

June 30, 2026

June 30, 2025

Expected remaining term

Risk-free interest rate

4.21 – 4.45 %

Expected dividend yield

Value Measurements:

Company measures and reports at fair value the liability for derivative instruments.

1 unchanged sentence

warrants and embedded conversion options have been recorded as determined utilizing the Binomial Trees model.

following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June

The following tables summarize

the Company’s financial assets and liabilities measured at fair value on a recurring basis As of June 30, 2026 and 2025:

SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

June 30, 2026

Embedded conversion

option liabilities

following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June

Quoted Prices

Unobservable Inputs

Warrant liability

Embedded conversion option liabilities

June 30, 2025

Embedded conversion

option liabilities

Quoted Prices

Unobservable Inputs

Embedded conversion option liabilities

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

following is a roll forward for the years ended June 30, 2026 and 2025 of the fair value liability of price adjustable derivative instruments:

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

OF DERIVATIVE LIABILITIES AT FAIR VALUE

Fair Value of

Liability for

Balance at June 30, 2024

Initial fair value of embedded conversion option

derivative liability recorded as debt discount

Initial fair value of embedded conversion option

derivative liability recorded as derivative expense

Initial fair value of embedded conversion option derivative liability recorded as debt discount

Initial fair value of embedded conversion option derivative liability recorded as derivative expense

Gain on debt extinguishment

Change in fair value included

in statements of operations

Change in fair value included in statements of operations

Balance at June 30, 2025

Initial fair value of embedded conversion option

derivative liability recorded as debt discount

Initial fair value of embedded conversion option

derivative liability recorded as derivative expense

Gain on debt extinguishment

Change in fair value included

in statements of operations

Change in fair value included in statements of operations

Balance at June 30, 2026

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the year ended June 30, 2026:

SUMMARY OF THE CHANGES IN THE FAIR VALUE OF THE LEVEL 3 WARRANT LIABILITY

Fair value as of June 30, 2025

Initial fair value of warrant liability upon issuance

Reclassification into equity upon conversions

Reclassification into equity upon amendment of Series C designation

Change in fair value of warrant liability

Fair value as of June 30, 2026

13 – SUBSEQUENT EVENTS

of promissory note

July 18, 2025, the Company entered into a promissory note agreement with an investor, pursuant to which the investor agreed to

purchase a promissory note from the Company in the aggregate principal amount of $ 82,500 ,

for a purchase price of $ 75,000 .

Such note is a non-convertible note.

The Company intends to use the net proceeds therefrom for general working capital purposes.

maturity date of the note is September

15, 2025 and bears interest at a rate of 10 %

per annum and default interest rate of 18 %

of the note may occur as follows:

(a) if the Company repays this note on or before August 18, 2025, then Company shall pay investor

in cash the sum of one hundred percent (100%) of the sum of the outstanding principal amount of the note (the “Principal

Amount”) at such time, all accrued interest unpaid at such time, and any other payment due;

and (b) if the Company repays the

note after August 18, 2025 and on or before September 18, 2025, then Company shall pay investor in cash the sum of one hundred

twenty percent (120%) of the sum of the outstanding Principal Amount at such time, all accrued interest unpaid at such time, and any

other payment due (the “Maximum Repayment Amount”) or (b) at such time as the Company and the investor may agree to

effect repayment.

The Company fully repaid this note in August 2025.

of convertible note

Diagonal Lending

22, 2025 Securities Purchase Agreement

July 22, 2025, the Company entered into and closed a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant

to which the Investor agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 112,350 ,

for a purchase price of $ 107,000 .

The Company intends to use the net proceeds therefrom for general working capital purposes.

date of the note is April 30, 2026 , and bears interest at a rate of 10 % per annum.

Such principal and the interest thereon are convertible

into shares of the Company’s common stock at the option of 1800 Diagonal any time after 180 days from the date of issuance.

note contains debt issue costs of $ 7,000 .

The conversion price for this note is equal to 75 % ( 25 % discount) of the market price which

means the average of the lowest ten trading prices of the common stock for the ten trading days immediately prior to the delivery of

a notice of conversion.

The Company fully repaid this note in August 2025.

Payable – Related Party

July 3, 2025 and August 14, 2025, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company

an aggregate of $ 110,000 AUD ($ 71,450 USD).

These loans bore no interest and were payable on demand.

The Company fully repaid these loans

on August 19, 2025.

Agreement and the Closing of Offering

August 14, 2025, the Company entered into an underwriting agreement with D.

Boral Capital, LLC, as representative of the underwriters

in connection with a public offering of the Company’s common stock.

The Underwriting Agreement provides for the offer and sale

of 1,000,000 shares of common stock at a price to the public of $ 4.00 per share (the “Offering”).

In connection therewith,

the Company agreed to issue to the Representative, warrants to purchase 30,000 of shares of common stock at a price equal $ 4.00 per share

(the “Representative’s Warrants”).

The Representative’s Warrants are exercisable at any time and from time to

time, in whole or in part, from February 15, 2026 through August 15, 2030 and contains cashless exercise provision.

The Company also

granted the Underwriters an overallotment option for a period of 45 days to purchase up to an additional 150,000 shares of common stock.

August 18, 2025, the Offering was completed.

At the closing, the Company (i) sold 1,000,000 shares of Common Stock for total gross proceeds

of $ 4,000,000 , and (ii) issued the Representative’s Warrants.

After deducting the underwriting commissions and Offering expenses,

the Company received net proceeds of $ 3,340,000 .

issued for conversion of convertible debt

August 2025 through September 2025, the Company issued an aggregate of 194,966 shares

of its common stock at an average contractual conversion price of $ 1.75 as

a result of the conversion of principal of $ 257,857 ,

default penalty of $ 41,563 , accrued interest $ 36,430 and

conversion fees of $ 4,906 underlying

certain outstanding convertible notes converted during such period (see Note 6).

The Company reclassified $ 114,400 in

put premiums to additional paid in capital following these conversions.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

On August 19, 2025, the Company fully repaid the total principal of promissory notes issued from August 2023 to June

2025 amounting $ 352,405 including total accrued interest and default penalty of $ 34,320 (see Note 6).

July 2025 and August 2025, the Company fully repaid certain promissory notes issued from January 2025 to June 2025 with aggregate principal

amount of $ 212,060 , and accrued interest of $ 31,809 (see Note 6).

August 12, 2025 and August 15, 2025, the Company made the three installment payments under a certain promissory note issued in December

2024 for a total payment of $ 21,218 (see Note 6).

August 21, 2025, the Company fully repaid certain loans payable to a related party with loan dates from December 2024 to August 2025

with aggregate principal amount of $ 225,188 AUD ($ 144,618 USD), and accrued interest of $ 6,205 AUD ($ 3,985 USD) (see Note 5).

August 15, 2025, the Company and a consultant agreed to enter into a three-month consulting agreement to provide digital marketing related

services for a monthly fee of $ 100,000

and a one-time payment of $ 300,000

upon signing this agreement.

On August 30, 2025, the Company

amended this agreement whereby the Company agreed to provide additional compensation by issuing 500,000

shares of common stock every three months.

The first issuance

of shares shall occur on September 1, 2025 and subsequent issuances shall occur on the first day of every three-month period thereafter.

Except for the changes made in the amendment, all other terms and provisions of the original agreement shall remain unchanged and in

full force and effect.

issued for conversion of Series C Preferred stock

July 2026 and August 2026, the Company issued a total of 436,340 shares of common stock for common stock issuable as of June 30, 2026

which relates to conversion of shares of Series C Preferred stock (see Note 8).

August 2026, the Company issued an aggregate of 2,204,660 shares of its common stock as a result of the conversion of 150 shares of Series

C Preferred stock.

September 2026, the Company issued an aggregate of 328,000 shares of its common stock as a result of the conversion of 50 shares of Series

C Preferred stock.

issued for exercise of Series C Warrants

August 4, 2026, the Company received aggregate gross proceeds of $ 500,000 from the exercise of approximately 50 Series C Warrants with

an exercise price of $ 10,000 per share and issued 50 shares of Series C preferred stock.

August 31, 2026, the Company received aggregate gross proceeds of $ 1,500,000 from the exercise of approximately 150 Series C Warrants

with an exercise price of $ 10,000 per share and issued 50 shares of Series C preferred stock.

July 2026, the Company paid $ 75,000 and issued 51,289 shares of the Company’s common stock valued at $ 75,000 pursuant to the settlement

agreement and release with the Investment Firm (see Note 9).

July 2026 and August 2026, the Company repurchased 320,031

shares of its common stock under the Repurchase Plan for an

aggregate purchase price of approximately $ 500,000 ,

at an average purchase price of $ 1.56

The shares repurchased are recorded as treasury stock at cost and presented as a reduction of stockholders’ equity in

the Company’s consolidated balance sheets.

issued for services

July 24, 2026, the Company issued an aggregate of 3,500,000

shares of common stock to certain officers, an employee, directors and consultants for services rendered in July 2026.

were valued at approximately $ 1.37

per share or $ 4,795,000 ,

being the closing price of the stock on the date of grant.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data