Original News Release
SEDAR Interim Financial Statements
Condensed Consolidated Interim Financial Statements of: Unidoc Health Corp. For the six months ended September 30, 2025 and 2024 Expressed in Canadian Dollars (Unaudited) NOTE TO READER Under National Instrument 51-102, if an auditor has not performed a review of interim financial statements, they must be accompanied by a note indicating that the interim financial statements have not been reviewed by an auditor. The accompanying unaudited condensed consolidated interim financial statements have been prepared by and are the responsibility of the management. The Company's independent auditor has not performed a review of these interim financial statements. Unidoc Health Corp. Condensed Consolidated Interim Statements of Financial Position (Expressed in Canadian dollars) (Unaudited) 3 As at Note September 30, 2025 March 31, 2025 ASSETS Current Cash $ 344,378 $ 1,253,219 Prepaid expenses and deposits 6 173,877 645,251 Inventory 7 21,251 - Receivables 8 396,694 148,043 936,200 2,046,513 Equipment 9 75,427 3,942 Goodwill 10 372,750 372,750 Intangible assets 10 356,593 428,305 Right-of-use asset 11 39,257 53,978 TOTAL ASSETS $ 1,780,227 $ 2,905,488 LIABILITIES AND EQUITY Current Accounts payable and accrued liabilities 12 $ 2,070,860 $ 1,614,853 Loan payable 14,15 7,057 14,144 Lease liability 13 30,019 28,148 Deferred revenue 10 369,459 367,329 Deferred acquisition costs 10 28,609 41,474 2,506,004 2,065,948 Lease liability 13 10,895 26,388 Deferred revenue 10 89,550 113,275 Deferred acquisition costs 10 30,860 35,352 TOTAL LIABILITIES 2,637,309 2,240,963 Equity Share capital 16 12,374,970 12,374,970 Reserves 16 1,212,208 1,212,208 Accumulated other comprehensive loss (3,376) - Deficit (14,440,884) (12,922,653) (857,082) 664,525 TOTAL LIABILITIES AND EQUITY $ 1,780,227 $ 2,905,488 Going concern (Note 2) Subsequent events (Note 23) Approved on behalf of the Board of Directors: "Antonio Baldassarre" (signed) "Franco Staino" (signed) Director Director The accompanying notes are an integral part of these condensed consolidated interim financial statements. Unidoc Health Corp. Condensed Consolidated Interim Statements of Loss and Comprehensive Loss For the six months ended September 30, 2025 and 2024 (Expressed in Canadian dollars) (Unaudited) 4 The accompanying notes are an integral part of these condensed consolidated interim financial statements. Three months ended September 30, Six months ended September 30, Note 2025 2024 2025 2024 Revenue 17 $ 324,546 $ - $ 458,589 $ - Cost of sales 18 179,093 - 242,544 - Gross profit 145,453 - 216,045 - Expenses Accretion 4,156 - 8,798 - Advertising 333,199 982,990 376,311 2,375,219 Consulting 15 292,827 358,366 666,897 621,081 Depreciation 9,10,11 44,353 9,001 88,339 17,899 Foreign exchange (gain)/loss 17,490 14,591 (18,050) 20,638 Interest expense 13,14 1,655 1,038 3,597 2,513 General and administrative 19 64,991 71,225 139,915 123,384 Professional fees 114,626 127,038 197,972 223,394 Regulatory and filing fees 22,394 17,648 32,482 34,292 Salaries and benefits 45,585 43,904 90,318 90,532 Share-based compensation 15,16 - - - 14,593 Shipping and delivery 8,238 - 8,238 - Software 4,239 - 8,423 - Travel and entertainment 22,515 6,052 93,208 12,716 Total operating expenses 976,268 1,631,853 1,696,448 3,536,261 Other items Loss on fair value adjustment 10 (44,956) - (37,828) - Interest income - 318 - 318 Net loss for the period (875,771) (1,631,535) (1,518,231) (3,535,943) Exchange differences on translating fore
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ign operations (1,854) - (3,376) - Comprehensive loss for the period $ (877,625) $ (1,631,535) $ (1,521,607) $ (3,535,943) Weighted average number of shares outstanding - basic and diluted 76,350,090 50,364,295 76,350,090 42,756,177 Loss per share - Basic and diluted $ (0.01) $ (0.03) $ (0.02) $ (0.08) Unidoc Health Corp. Condensed Consolidated Interim Statements of Changes in Equity (Expressed in Canadian dollars) (Unaudited) 5 Number of common shares Share capital Reserves Obligation to issue shares Accumulated other comprehensive loss Deficit Total equity (deficiency) Balance, March 31, 2024 28,685,900 $ 3,646,073 $ 1,299,759 $ 50,000 $ - $ (6,859,172) $ (1,863,340) Exercise of unit warrants 18,643,766 1,883,020 (18,644) (50,000) - - 1,814,376 Exercise of warrants 8,039,833 2,009,959 - - - - 2,009,959 Exercise of options 37,500 17,897 (6,647) - - - 11,250 Shares issued for RSUs 40,000 7,800 (7,800) - - - - Share-based compensation - - 14,593 - - - 14,593 Net loss - - - - - (3,535,943) (3,535,943) Balance, September 30, 2024 55,446,999 $ 7,564,749 $ 1,281,261 $ - $ - $ (10,395,115) $ (1,549,105) Balance, March 31, 2025 76,350,090 $ 12,374,970 $ 1,212,208 $ - $ - $ (12,922,653) $ 664,525 Foreign currency translation - - - - (3,376) - (3,376) Net loss - - - - - (1,518,231) (1,518,231) Balance, September 30, 2025 76,350,090 $ 12,374,970 $ 1,212,208 $ - $ (3,376) $ (14,440,884) $ (857,082) The accompanying notes are an integral part of these condensed consolidated interim financial statements. Unidoc Health Corp. Condensed Consolidated Interim Statements of Cash Flows For the six months ended September 30, 2025 and 2024 (Expressed in Canadian dollars) (Unaudited) 6 September 30, 2025 September 30, 2024 OPERATING ACTIVITIES Net loss $ (1,518,231) $ (3,535,943) Non-cash items: Accretion 8,798 - Depreciation 88,339 17,899 Interest expense 432 1,218 Fair value gain 37,828 - Foreign exchange (20,992) - Share-based compensation - 14,593 Changes in non-cash working capital: Receivables (248,651) (48,062) Prepaid expenses and deposits 471,374 6,451 Inventory (21,251) - Accounts payable and accrued liabilities 394,046 (280,533) Deferred revenue (6,001) - Cash used in operating activities (814,309) (3,824,377) INVESTING ACTIVITY Purchase of property and equipment (73,391) (2,458) Cash used in investing activities (73,391) (2,458) FINANCING ACTIVITIES Cash proceeds from exercise of warrants - 2,009,959 Cash proceeds from exercise of unit warrants - 1,814,376 Cash proceeds from exercise of options - 11,250 Repayment of loans (7,519) (28,343) Lease liability payments (16,787) (16,787) Interest on lease 3,165 1,295 Cash provided by (used in) financing activities (21,141) 3,791,750 NET CHANGE IN CASH (908,841) (35,085) CASH, BEGINNING 1,253,219 398,885 CASH, ENDING $ 344,378 $ 363,800 SUPPLEMENTAL CASH FLOW INFORMATION Interest paid $ 3,597 $ 2,513 Interest received $ - $ 318 Shares issued for vested RSUs $ - $ 7,800 The accompanying notes are an integral part of these condensed consolidated interim financial statements. Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 7 1. NATURE OF BUSINESS Unidoc Health Corp. (the “Company”) was incorporated under the Business Corporations Act of British Columbia on February 1, 2021 as Unicheck Holdings Corp. and changed its name to Unidoc Health Corp. on April 8, 2021. Unicheck Holding
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s Corp., a wholly-owned subsidiary of the Company, was incorporated under the Business Corporations Act of British Columbia on April 8, 2021. The Company operates in the healthcare services industry and plans to operate telehealth units which contain fully integrated diagnostic tools and will provide patients with the ability to have a live virtual visit with a doctor or other health professional. The Company acquired a telemedicine software platform during the year ended March 31, 2025 and commenced providing software as a service during the six months ended September 30, 2025 (Note 10). The Company trades on the Canadian Securities Exchange (“CSE”) under the symbol UDOC. The registered office of the Company is located at 750 Pender Street West, Suite 1200 Vancouver, British Columbia V6C 2T7, Canada. The head office of the Company is located at 81 Zenway Blvd. Unit 18 Woodbridge, Ontario L4H 0S5. 2. GOING CONCERN These condensed consolidated interim financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company has not generated positive cash flows from operations and relies on financing for its activities. During the six months ended September 30, 2025, the Company incurred a net loss of $1,518,231 and, as of that date, the Company’s current liabilities exceeded its current assets by $1,569,804. The Company’s ability to continue as a going concern is dependent upon raising additional capital, commercializing its business and generating profits and positive cash flows therefrom, or evaluating strategic alternatives. These factors indicate the existence of material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. These condensed consolidated interim financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate. If the going concern assumption was not appropriate for these financial statements, adjustments would be necessary to the statement of financial position classifications used. Such adjustments could be material. These condensed consolidated interim financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to realize its assets and satisfy its liabilities in the normal course of business for the foreseeable future. Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 8 3. BASIS OF PRESENTATION Statement of Compliance These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 – Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB have been condensed or omitted and these unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended March 31, 2025. These condensed consolidated interim financia
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l statements were authorized for issue by the Company’s Board of Directors on December 1, 2025. Basis of Presentation These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for certain financial instruments, which are stated at fair value. In addition, they have been prepared using the accrual basis of accounting, except for the cash flow information. Basis of Consolidation These condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are those entities over which the Company has control. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity and be exposed to variable returns from its activities. Subsidiaries are included in the financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control. Details of the Company’s subsidiaries are as follows: SUBSIDIARIES OWNERSHIP PERCENTAGE JURISDICTION OF INCORPORATION Unicheck Holdings Corp. 100% British Columbia, Canada Unidoc Health Corp. Colombia 100% Colombia Unidoc Managed Services Inc. 100% United States All inter-company balances, transactions, income, and expenses have been eliminated upon consolidation. Foreign currencies The functional currency is the currency of the primary economic environment in which the entity operates and has been determined for each entity within the Company. The functional currency of the Company and Unicheck Holdings Corp. is the Canadian dollar (“CAD”). The functional currency of Unidoc Managed Services Inc. is the United States dollar (“USD”). The presentation currency of the Company and its subsidiaries is the Canadian dollar. Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 9 3. BASIS OF PRESENTATION (continued) Foreign currencies (continued) Accordingly, the accounts of Unidoc Managed Services Inc. are translated into CAD as follows: • all of the assets and liabilities are translated at the rate of exchange in effect on the date of the statement of financial position; • income and expense are translated at the average exchange rate over the reporting period; and • exchange gains and losses arising from translation are included in accumulated other comprehensive income (loss). Transactions occurring in currencies other than the functional currency of the entity in question are recorded at the rate of exchange prevailing on the date of the transaction. Monetary assets and liabilities that are denominated in foreign currencies are translated at the rate prevailing at each reporting date. Non-monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate on the date of the initial transaction. Non-monetary items that are measured at fair values are reported at the exchange rate on the date when fair values are determined. Foreign currency translation differences are recognized in profit or loss. Critical Accounting Estimates and Judgments The Company’s management makes judgments in its process of applying the Company’s accounting policies in the preparation of its unaudited condensed consolidated interim financial statements. In addition, the preparation of the financial data requires that the Company’s management make a
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ssumptions and estimates of the effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. The critical judgments and estimates applied in the preparation of the Company’s unaudited condensed consolidated interim financial statements are consistent with those applied and disclosed in the Company’s audited financial statements for the year ended March 31, 2025. 4. MATERIAL ACCOUNTING POLICY INFORMATION These condensed consolidated interim financial statements have been prepared, for all periods presented, following the same accounting policies and methods of computation as the Company’s audited annual consolidated financial statements for the year ended March 31, 2025 and should be read in conjunction with those annual consolidated financial statements and notes thereto. Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 10 4. MATERIAL ACCOUNTING POLICY INFORMATION (continued) Standards issued but not yet effective IFRS 18, Presentation and Disclosure of Financial Statements (“IFRS 18”): In April 2024, the IASB issued IFRS 18 to bring more transparency and comparability to the financial performance of companies, enabling investors to make better investment decisions. IFRS 18 introduces three sets of new requirements: improved comparability of the profit or loss statement (statement of income), improved transparency of management- defined performance measures, and more useful grouping of information in financial statements. IFRS 18 will replace IAS 1, Presentation of Financial Statements. This standard becomes effective for years beginning on or after January 1, 2027, and companies may apply it earlier subject to authorization by relevant regulators. The Company is assessing the impacts of adopting IFRS 18. 5. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT The Company’s financial instruments are comprised of cash, receivables, accounts payable and accrued liabilities, deferred acquisition costs, and its loans payable. Fair values of financial instruments are classified in a fair value hierarchy based on the inputs used to determine fair values. The levels of the fair value hierarchy are as follows: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); Level 3 – Inputs that are not based on observable market data (unobservable inputs). As at September 30, 2025 the fair value of cash held by the Company was based on Level 1 of the fair value hierarchy. The Company’s deferred acquisition cost liabilities are estimated using discounted earnings models that use unobservable inputs for revenue and cash flow projections. The fair value measurements of deferred acquisition costs are cate
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gorized within Level 3 of the fair value hierarchy. The fair values of receivables, accounts payable and accrued liabilities, and loan payable approximate their carrying values due to their short-term maturity. The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below: Credit risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and receivables. The risk arises from the non-performance by counterparties of contractual financial obligations. To minimize credit risk, the Company places cash with high credit quality financial institutions. The Company’s receivables primarily consist of amounts due from multinational telecommunications and telemedicine companies, and input tax credits due from the Government of Canada; and as such, receivables are not subject to significant credit risk. Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 11 5. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company seeks to ensure there is sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company’s holdings of cash. As at September 30, 2025, the Company had a cash balance of $344,378 to settle current liabilities of $2,506,004. Historically, the Company's sources of funding has been through equity financings. The Company’s access to financing is uncertain. There can be no assurance of continued access to significant debt or equity funding. Within one year Between one and five years More than five years Accounts payable and accrued liabilities $ 2,070,860 $ - $ - Deferred acquisition costs 28,609 30,860 - Deferred revenue 369,459 89,550 - Loan payable 7,057 - - Lease liability 30,019 10,895 - $ 2,506,004 $ 131,305 $ - 6. PREPAID EXPENSES AND DEPOSITS September 30, 2025 March 31, 2025 Advertising $ 31,324 $ 285,714 Consulting 122,592 245,179 Deposits on inventory - 71,978 Regulatory 9,597 22,346 Office and other 10,364 20,034 Total $ 173,877 $ 645,251 7. INVENTORY As at September 30, 2025, the Company held inventory of $21,251 (March 31, 2025 - $Nil) which comprised raw materials related to telehealth units. During the three and six months ended September 30, 2025, cost of sales include $58,077 of inventory and $57,033 of fulfillment costs related to the sale of telehealth units (Note 18). 8. RECEIVABLES September 30, 2025 March 31, 2025 Trade receivables $ 357,402 $ - Sales tax receivable 39,292 148,043 Total $ 396,694 $ 148,043 Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 12 9. EQUIPMENT Computer equipment Telehealth demonstration units Total Cost Balance, March 31, 2024 $ 35,063 $ - $ 35,063 Additions 5,326 - 5,326 Balance, March 31, 2025 40,389 - 40,389 Additions 1,235 72,156 73,391 Balance, September 30, 2025 $ 41,624 $ 72,156 $ 113,780 Accumulated depreciation Balance, March 31, 2024 $ 31,944 $ - $ 31,944 Depreciation 4,503 - 4,503 Balance, March 31, 2025 36,447 - 36,447 Depreciation 1,589 317 1,906 Balance, September 30, 2025 $ 38,036 $ 317 $ 38,353 Net book v
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alue March 31, 2025 $ 3,942 $ - $ 3,942 September 30, 2025 $ 3,588 $ 71,839 $ 75,427 10. BUSINESS COMBINATION On March 18, 2025, the Company entered into an Asset Purchase Agreement with AMD Global Telemedicine, Inc. (“AMD”) to acquire certain assets, including AGNES Connect software and the assets which support this software for cash consideration of $252,430 (the “AMD Transaction”). The AMD Transaction closed on March 26, 2025 (the “Closing Date”). In accordance with the AMD Transaction, the Company will be required to pay AMD a royalty of 10% to 40% on certain gross subscriptions related to AGNES Connect software for a period of three years from the Closing Date (the “Revenue Share”). The Revenue Share represents contingent consideration or deferred acquisition costs of the AMD Transaction, the fair value of which was determined as $76,826 based on the expected future gross subscriptions to be collected by the Company for a period of three years from the Closing Date. Included in the identifiable assets acquired at the Closing Date are inputs (technology and customer relationships), operational processes and an organized workforce. The Company has determined that together the acquired inputs and processes significantly contribute to the ability to create revenue. The AMD Transaction was determined to be a business combination as substantive processes and assets were acquired as part of the transaction. The Company also retained the services of certain former personnel of AMD, including software engineers. In connection with the AMD Transaction, amounts payable by the Company to AMD in the amount of $6,840 were forgiven. Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 13 10. BUSINESS COMBINATION (continued) Consideration paid $ Cash 252,430 Revenue share 76,826 Less: amounts payable forgiven (6,840) 322,416 Net identifiable assets acquired Customer relationships 194,270 Trade names 20,146 Technology 215,854 Goodwill 372,750 Deferred revenue (480,604) 322,416 The unallocated consideration of $372,750 was recognized as goodwill. Goodwill is comprised of synergies that are expected to be achieved from integrating AGNES Connect software into the Company, including future cross selling opportunities, access to new markets and increased market share, and product bundling with future sales of telehealth units. These benefits were not recognized separately from goodwill on the basis that they do not meet the recognition criteria for identifiable intangible assets. Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 14 10. BUSINESS COMBINATION (continued) Intangible assets Customer relationships $ Trade names $ Technology $ Total $ Cost Balance, March 31, 2024 - - - - Acquired in business combination 194,270 20,146 215,854 430,270 Balance, March 31, 2025 and September 30, 2025 194,270 20,146 215,854 430,270 Amortization Balance, March 31, 2024 - - - - Depreciation 887 92 986 1,965 Balance, March 31, 2025 887 92 986 1,965 Depreciation 32,378 3,358 35,976 71,712 Balance, September 30, 2025 33,265 3,450 36,962 73,677 Net book value March 31, 2025 193,383 20,054 214,868 428,305 September 30, 2025 161,005 16,696 178,892 356,593 Goodwill Goodwill is tested for impairment annually and when c
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ircumstances indicate that the carrying value may not be recoverable. Impairment is determined for goodwill by assessing the recoverable amount of each CGU or group of CGUs to which the goodwill relates. Where the recoverable amount of the CGU is less than its carrying amount including goodwill, an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future periods. The Company determined that all of the assets purchased in the AMD Transaction represent one CGU (the “AGNES CGU”). At March 31, 2025, the recoverable amount for the AGNES CGU was determined by reference to the consideration paid to AMD by the Company, being the transaction price in an orderly transaction between market participants, due to the short period of time between the Closing Date and year end. Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 15 10. BUSINESS COMBINATION (continued) Deferred revenue Deferred revenue represents cash received by the Company from customers for which either goods or services have not yet been delivered or the required IFRS criteria for revenue recognition have otherwise not been met. Deferred revenue as at March 31, 2025 reflects the performance obligations attributable to customer contracts acquired in the AMD Transaction and was measured as the estimated cost for the Company to fulfill the performance obligation plus a profit margin under these acquired customer contracts. The Company commenced fulfilling these performance obligations during the six months ended September 30, 2025. $ Balance, March 31, 2024 - Acquired in business combination 480,604 Balance, March 31, 2025 480,604 Billings 267,605 Revenue recognized (273,606) Foreign currency translation (15,594) Balance, September 30, 2025 459,009 As at September 30, 2025 Current 369,459 Non-current 89,550 459,009 Deferred acquisition costs Deferred acquisition costs are liabilities for performance-based payments that are treated as purchase consideration for business combinations. $ Balance, March 31, 2024 - Acquired in business combination 76,826 Balance, March 31, 2025 76,826 Accretion of discount 8,798 Settlement of Revenue Share (61,961) Revaluation of fair value of Revenue Share 37,828 Foreign currency translation (2,022) Balance, September 30, 2025 59,469 As at September 30, 2025 Current 28,609 Non-current 30,860 59,469 Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 16 10. BUSINESS COMBINATION (continued) Deferred acquisition costs (continued) The deferred acquisition costs are measured at the estimated fair value at each reporting date and is expected to be settled in full within three years of the Closing Date. It was determined based on a revenue forecast at the time of the acquisition. The deferred acquisition costs consist of additional payments for 10% of the gross receipts from revenue earned from existing customers for a period of three years from the Closing Date. The potential undiscounted amount of all future payments that the Company could be required to make related to deferred acquisition costs is between $14,000 and $170,000. 11. RIGHT-OF-USE ASSET During the year ended March 31, 2022, the Company entered into a lease agreement for office space with an initial t
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erm of 36 months. The lease commenced on February 1, 2022, and a corresponding right-of-use asset was recognized. This lease concluded on January 31, 2025. During the year ended March 31, 2025, the Company entered into a lease agreement for office space with an initial term of 24 months (Note 13). The lease commenced on February 1, 2025, and a corresponding right-of- use asset was recognized. Building Cost Balance, March 31, 2024 $ 94,301 Additions 58,885 Disposals (94,301) Balance, March 31, 2025 and September 30, 2025 $ 58,885 Accumulated depreciation Balance, March 31, 2024 $ 68,106 Depreciation 31,102 Disposal (94,301) Balance, March 31, 2025 4,907 Depreciation 14,721 Balance, September 30, 2025 $ 19,628 Net book value Balance, March 31, 2025 $ 53,978 Balance, September 30, 2025 $ 39,257 12. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2025 March 31, 2025 Accounts payable (Note 15) $ 1,780,626 $ 1,351,070 Accrued liabilities 290,234 263,783 Total $ 2,070,860 $ 1,614,853 Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 17 13. LEASE LIABILITY During the year ended March 31, 2022, the Company entered into a lease agreement to lease an office space for an initial term of 36 months. The expiry date of the lease was January 31, 2025. During the year ended March 31, 2025, the Company entered into a lease agreement to lease an office space for an initial term of 24 months. The expiry date of the lease is January 31, 2027. Upon expiration, the Company is entitled to renew the lease for an additional 36-month term on written notice of not less than 6 months prior to expiry of the initial term. This renewal option was not included in the measurement of the lease liability when assessing the lease term and total payments based on the likelihood of exercising such renewal option. Additional payments consisting of utilities and additional rent are expensed as incurred. The lease commenced on February 1, 2025 and the related lease liability was recorded. Building Lease liability Balance, March 31, 2024 $ 26,388 Lease liability recognized 58,885 Interest expense 2,837 Lease payments (33,574) Balance, March 31, 2025 54,536 Interest expense 3,165 Lease payments (16,787) Balance, September 30, 2025 $ 40,914 As at September 30, 2025 Current portion $ 30,019 Long-term portion 10,895 $ 40,914 At September 30, 2025, the Company is committed to minimum lease payments as follows: Maturity analysis Less than one year $ 33,573 One to three years 11,191 Total undiscounted lease liabilities $ 44,764 14. LOAN PAYABLE On February 28, 2023, the Company’s Chief Executive Officer (the “CEO”) took out a $40,000 loan through his personal credit card for the Company’s working capital purposes. The loan bears interest of 7.99% annually and is due in 36 months. On June 28, 2023, the Company received an additional loan of $20,000. The loan bore interest at 7.30% compounded annually and was due on July 31, 2024. The loan and all accrued interest were repaid during the year ended March 31, 2025. Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 18 14. LOAN PAYABLE (continued) The continuity of loans payable for the year ended March 31, 2025 and six months ended September 30, 2025 is summarized below: Loa
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ns Payable Balance, March 31, 2024 $ 48,467 Interest expense 1,922 Loan payments (36,245) Balance, March 31, 2025 14,144 Interest expense 432 Loan payments (7,519) Balance, September 30, 2025 $ 7,057 15. RELATED PARTY TRANSACTIONS Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and Board of Director members. All related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. All amounts either due from or due to related parties other than specifically disclosed are non-interest bearing, unsecured and have no fixed terms of repayments. a) Related party transactions with directors, subsequent and former directors and companies and entities over which they have significant influence over: (i) To companies controlled by directors of the Company. b) Key management compensation (ii) To companies controlled by the CEO and CFO. (iii) To the CFO. Three months ended September 30, Six months ended September 30, 2025 2024 2025 2024 Consulting (i) $ - $ 91,526 $ - $ 146,257 Three months ended September 30, Six months ended September 30, 2025 2024 2025 2024 Consulting (ii) $ 94,780 $ 87,500 $ 217,583 $ 162,500 Share-based compensation (iii) $ $ - $ $ 9,286 Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 19 15. RELATED PARTY TRANSACTIONS (continued) As at September 30, 2025, accounts payable and accrued liabilities included $655,159 (March 31, 2025 - $589,232) due to a company controlled by the CEO of the Company for consulting fees, $200,761 (March 31, 2025 - $143,051) due to the CEO of the Company for expense reimbursements, $9,975 (March 31, 2025 - $Nil) due to the CFO of the Company for consulting fees, and $381 (March 31, 2025 - $Nil) due to a director of the Company for expense reimbursement. The balances due bear no interest, are unsecured, and are due on demand. As at September 30, 2025, loans payable included $7,057 (March 31, 2025 - $14,144) which was drawn from the CEO of the Company’s personal credit card (Note 14). During the six months ended September 30, 2025, the loan accrued interest of $432 (September 30, 2024 - $971) and the Company made repayments to the loan of $7,519 (September 30, 2024 - $7,520). During the year ended March 31, 2025, the Company entered into a debt settlement agreement with a company controlled by a director which resulted in accrued interest of €60,000. As at September 30, 2025, accounts payable and accrued liabilities included $97,996 (March 31, 2025 - $93,240) related to accrued interest for the debt settlement agreement. The balance due bears no interest, is unsecured, and is due on demand. 16. EQUITY (a) Share Capital Authorized Unlimited number of common shares without par value. Issued There were no common share issuances during the six months ended September 30, 2025. For the six months ended September 30, 2024: During the six months ended September 30, 2024, 18,643,766 warrants (the “Unit Warrants”) were exercised for 18,643,766 units at an exercise price of $0.10 per unit, for total proceeds of $1,864,376. Each unit consists of one common share and one ad
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ditional common share purchase warrant (the “Additional Warrant”). Each Additional Warrant was exercisable at $0.25 per share with an expiry date of December 13, 2024. During the six months ended September 30, 2024, 8,039,833 Additional Warrants were exercised for 8,039,833 common shares at an exercise price of $0.25 per share, for total proceeds of $2,009,959. During the six months ended September 30, 2024, 37,500 options were exercised for 37,500 common shares at an exercise price of $0.30 per share, for total proceeds of $11,250. During the six months ended September 30, 2024, 40,000 shares were issued for RSUs which were vested. Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 20 16. EQUITY (continued) (b) Warrants The continuity of warrants for the year ended March 31, 2025 and six months ended September 30, 2025 is summarized below: Number of warrants Weighted average exercise price Weighted average life remaining Balance, March 31, 2024 8,883,800 $ 0.56 1.28 Issued 22,005,800 0.25 N/A Exercised (25,186,890) 0.25 N/A Expired (2,950,610) 0.25 N/A Balance, March 31, 2025 2,752,100 $ 1.25 1.57 Balance, September 30, 2025 2,752,100 $ 1.25 1.07 As at September 30, 2025, the number of warrants outstanding and exercisable are as follows: Number of warrants Price Expiry date 2,752,100 $ 1.25 October 25, 2026 (c) Unit Warrants The continuity of Unit Warrants for the year ended March 31, 2025 and six months ended September 30, 2025 is summarized below: Number of warrants Weighted average exercise price Weighted average life remaining Balance, March 31, 2024 22,543,300 $ 0.10 0.70 Exercised (22,005,800) 0.10 N/A Expired (537,500) 0.10 N/A Balance, March 31, 2025 and September 30, 2025 - $ - - (d) Options On September 28, 2023, the Company’s Omnibus Equity Incentive Plan (the “Plan”) was adopted. The Plan provides that the Board of Directors of the Company may from time to time, in its discretion, grant to directors, officers, employees and technical consultants and contractors to the Company, equity incentive awards in the form of stock options, restricted share units, share appreciation rights, deferred share units, and performance share units. Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 21 16. EQUITY (continued) (d) Options (continued) All equity incentives granted pursuant to the Plan shall be subject to the terms and conditions of the Plan. The number of shares which will be available for purchase pursuant to an option will be equal to the number of shares as determined by the Board of Directors from time to time, provided that the number of common shares reserved for issuance will not exceed 20% of the issued and outstanding common shares. If any option expires or otherwise terminates for any reason without having been exercised in full, the number of shares in respect of such expired or terminated option shall again be available for the purposes of granting options pursuant to the Plan. The grant date and the expiry date of an option shall be the dates fixed by the Board of Directors at the time the option is granted and shall be set out in the option certificate issued in respect of such option. The exercise price shall also be determined by the Board of Directors and
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set out in the option certificate issued in respect of the option. If the Company’s shares are listed on a stock exchange, the exercise price will not be lower than the greater of the last closing price for the shares as quoted on the trading day prior to the grant date and the grant date. The continuity of stock options for the year ended March 31, 2025 and six months ended September 30, 2025 is summarized below: Options Outstanding Weighted average exercise price Weighted average fair value Weighted average life remaining Balance, March 31, 2024 2,146,000 $ 0.30 $ 0.17 1.24 Exercised (431,500) 0.30 0.17 N/A Cancelled (30,000) 0.30 0.17 N/A Balance, March 31, 2025 1,684,500 $ 0.30 $ 0.17 0.24 Expired (1,684,500) 0.30 0.17 N/A Balance, September 30, 2025 - - - - (e) RSUs On February 21, 2024, the Company issued 110,000 RSUs to an officer and to a consultant (the “Participants”) pursuant to the Company’s Plan. The RSUs vested on June 22, 2024 (the “Vesting Date”). Upon vesting, the RSUs entitle the holder the right to acquire up to 110,000 common shares in the capital of the Company, or the cash equivalent of such shares at the fair market value on the date of settlement, or a combination of both, at the discretion of the Board of Directors. The Participants are entitled to defer the receipt of shares for the RSUs for a period of three years from the Vesting Date (the “Deferral Period”). Upon expiry of the Deferral Period, the shares will be automatically issued. During the six months ended September 30, 2025, $Nil (September 30, 2024 - $14,593) of expense was recognized as share-based payment for the vesting of RSU’s. As at September 30, 2025 and March 31, 2025, there were 70,000 RSUs which were vested for which shares have not yet been issued. Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 22 17. REVENUE Three months ended September 30, 2025 Three months ended September 30, 2024 Six months ended September 30, 2025 Six months ended September 30, 2024 Software as a service $ 258,135 $ - $ 392,178 $ - Telehealth units 64,164 - 64,164 - Hardware and supplies 1,212 - 1,212 - Other 1,035 - 1,035 - Total $ 324,546 $ - $ 458,589 $ - 18. COST OF SALES Three months ended September 30, 2025 Three months ended September 30, 2024 Six months ended September 30, 2025 Six months ended September 30, 2024 Customer support personnel $ 28,687 $ - $ 59,511 $ - Inventory (Note 7) 58,077 - 58,077 - Fulfillment costs (Note 7) 57,033 - 57,033 - Server hosting 35,296 - 67,923 - Total $ 179,093 $ - $ 242,544 $ - 19. GENERAL AND ADMINISTRATIVE EXPENSES Three months ended September 30, 2025 Three months ended September 30, 2024 Six months ended September 30, 2025 Six months ended September 30, 2024 Bank charges and interest $ 1,426 $ 5,151 $ 2,122 $ 10,346 IT and telecommunication 6,869 12,378 21,125 27,427 Office 9,348 11,823 11,986 18,683 Rent 29,740 22,682 69,434 39,365 Travel 17,608 19,191 35,248 27,563 Total $ 64,991 $ 71,225 $ 139,915 $ 123,384 Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 23 20. GEORGRAPHICAL INFORMATION Canada United States European Union As at September 30, 2025 Equipment (Note 9) $ 30,091 $ 22,668 $ 22,668 Goodwill (Note 10) $ - $ 372,750 $ - Intangible assets (Note 10) $
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- $ 356,593 $ - As at March 31, 2025 Equipment (Note 9) $ 3,942 $ - $ - Goodwill (Note 10) $ - $ 372,750 $ - Intangible assets (Note 10) $ - $ 428,305 $ - Six months ended September 30, 2025 Revenue (Note 17) $ - $ 458,589 $ - Depreciation (Notes 9, 10 and 11) $ 16,627 $ 71,712 $ - Six months ended September 30, 2024 Revenue (Note 17) $ - $ - $ - Depreciation (Notes 9 and 11) $ 17,899 $ - $ - 21. COMMITMENTS The Company entered into a consulting agreement dated effective February 24, 2021 with a company controlled by the CEO for services of $20,000 per month. The Company entered into an amending agreement dated and effective February 25, 2024 for services of US$22,917 per month until the agreement is terminated. The agreement has a five-year term which may be terminated by the Company in which case the Company must pay to the Company controlled by CEO with a lump sum cash severance payment equal to lesser of consulting fees for any month’s remaining in the five-year term, or the aggregate of the consulting fees for the 24-months following termination. Notwithstanding the above, the consulting fees will increase to US$50,000 per month once the Company has earned a profit. Unidoc Health Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) (Unaudited) 24 22. CAPITAL MANAGEMENT The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity which is comprised of issued share capital and deficit. The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under the specific circumstances. The Company is not subject to externally imposed capital requirements as at September 30, 2025. There was no change to the Company’s approach to capital management during the six months ended September 30, 2025. 23. SUBSEQUENT EVENTS On October 27, 2025, the Company issued 10,000,000 units at a price of $0.15 per unit for gross proceeds of $1,500,000. Each unit consisted of one common share and one warrant. Each warrant is exercisable for one common share at a price of $0.25 until October 27, 2028.
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