SEDAR Interim Financial Statements

Condensed Interim Consolidated Financial Statements (Expressed in Canadian dollars) CENTR BRANDS CORP. For the nine months ended February 28, 2026 and 2025 (Unaudited) 1 NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Under National Instrument 51-102 “Continuous Disclosure Obligations”, if an auditor has not performed a review of the interim financial statements, the financial statements must be accompanied by a notice indicating that they have not been reviewed by an auditor. The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by CPA (Chartered Professional Accountants) Canada for a review of interim financial statements by an entity’s auditor. 2 CENTR BRANDS CORP. Condensed Interim Consolidated Statements of Financial Position (Unaudited – Expressed in Canadian dollars, unless otherwise stated) February 28, 2026 May 31, 2025 Assets Current assets: Cash $ 18,754 $ 1,803 Accounts and other receivable 3,001 3,467 Prepaid expenses and other assets 2,007 12,462 $ 23,762 $ 17,732 Liabilities and Shareholders’ Deficit Current liabilities: Accounts payable and accrued liabilities $ 1,057,167 $ 1,145,134 Due to related parties (note 9) 422,267 415,788 Convertible debenture (note 3) 323,055 122,222 Total current liabilities 1,802,489 1,683,144 Loan payable (note 4) 37,077 34,447 Warrants liability (note 5) - - Total liabilities 1,839,566 1,717,591 Shareholders’ deficit: Share capital (note 6) 34,294,779 34,294,779 Reserves (note 7) 2,080,564 2,054,730 Deficit (38,191,147) (38,049,368) Total shareholders’ deficit (1,815,804) (1,699,859) $ 23,762 $ 17,732 Nature of operations and going concern (note 1) Commitment and contingencies (note 14) The accompanying notes form an integral part of these condensed interim consolidated financial statements. Approved on behalf of the Board: “Robert W. C. Becher” Director “Anton J. Drescher” Director 3 CENTR BRANDS CORP. Condensed Interim Consolidated Statements of Net Loss and Comprehensive Loss (Unaudited – Expressed in Canadian dollars, unless otherwise stated) Three months Three months Nine months Nine months ended ended ended ended Feb. 28, 2026 Feb. 28, 2025 Feb. 28, 2026 Feb. 28, 2025 Continuing operations Expenses: General and administrative (note 8) $ 60,022 $ 136,657 $ 146,445 $ 439,384 Loss from continuing operations before other income (expenses) (60,022) (136,657) (146,445) (439,384) Other income (expenses) (4) 17 (1) (1,574) Loss from continuing operations (60,026) (136,640) (146,446) (440,958) Discontinued operations Income (loss) from discontinued operations (note 13) 16,338 (27,240) 4,667 20,736 Net loss and comprehensive loss $ (43,688) $ (163,880) $ (141,779) $ (420,222) Loss per share from continuing operations: Basic $ (0.00) $ (0.01) $ (0.01) $ (0.04) Diluted (0.00) (0.01) (0.01) (0.04) Loss per share: Basic $ (0.00) $ (0.01) $ (0.01) $ (0.04) Diluted (0.00) (0.01) (0.01) (0.04) The accompanying notes form an integral part of these condensed interim consolidated financial statements. 4 CENTR BRANDS CORP. Condensed Interim Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited - Expressed in Canadian dollars, unless otherwise stated) For the nine months ended February 28, 2026 and 2025 Share --- capital Common shares Reserves Shareholder Notes Shares Amount DSUs/PSUs RSUs/Options Contribution Total Deficit Total Balance, May 31, 2025 11,579,740 $ 34,294,779 $ 1,309,266 $ 735,048 $ 10,416 $ 2,054,730 $ (38,049,368) $ (1,699,859) Interest rate benefit from shareholder loan 3 - - - - 25,834 25,834 - 25,834 Loss from continuing operations for the period - - - - - - (146,446) (146,446) Income from discontinued operations for the period - - - - - - 4,667 4,667 Balance, February 28, 2026 11,579,740 $ 34,294,779 $ 1,309,266 $ 735,048 $ 36,250 $ 2,080,564 $ (38,191,147) $ (1,815,804) Share capital Common shares Reserves Shareholder Notes Shares Amount DSUs/PSUs RSUs/Options Contribution Total Deficit Total Balance, May 31, 2024 11,579,740 $ 34,294,779 $ 1,309,266 $ 735,048 $ - $ 2,044,314 $ (37,615,780) $ (1,276,687) Loss from continuing operations for the period - - - - - - (440,958) (440,958) Income from discontinued operations for the period - - - - - - 20,736 20,736 Balance, February 28, 2025 11,579,740 $ 34,294,779 $ 1,309,266 $ 735,048 $ - $ 2,044,314 $ (38,036,002) $ (1,696,909) The accompanying notes form an integral part of these condensed interim consolidated financial statements. 5 CENTR BRANDS CORP. Condensed Interim Consolidated Statement of Cash Flows (Unaudited – Expressed in Canadian dollars, unless otherwise stated) For the nine months ended February 28, 2026 and 2025 2026 2025 Cash provided by (used in): Operating activities: Loss for the period $ (146,446) $ (440,958) Adjustments for non-cash items: Interest expense 29,297 - Changes in non-cash working capital: Accounts receivable 466 (309) Prepaid expense 10,455 11,512 Accounts payable and accrued liabilities (28,261) (18,103) Due to related parties 6,479 280,738 Net cash used in operating activities from continuing operations (128,010) (167,120) Net cash provided by (used in) operating activities from discontinued operations (55,039) 32,871 Financing activities: Proceeds from issuance of convertible debenture 200,000 100,000 Net cash provided by financing activities from continuing operations 200,000 100,000 Net cash provided by financing activities from discontinued operations - - Increase (decrease) in cash from continuing operations 71,990 (67,120) Increase (decrease) in cash from discontinued operations (55,039) 32,871 Cash, beginning of period 1,803 49,371 Cash, end of period $ 18,754 $ 15,122 The accompanying notes form an integral part of these condensed interim consolidated financial statements. CENTR BRANDS CORP. Condensed Interim Consolidated Notes to Financial Statements (Unaudited – Expressed in Canadian dollars, unless otherwise stated) Nine months ended February 28, 2026 and 2025 6 1. Nature of the business and going concern: CENTR Brands Corp. (the “Company” or “CENTR”) was incorporated under the laws of the Business Corporations Act (British Columbia). The Company’s shares are traded on the Canadian Securities Exchange (the “Exchange”) under the symbol “CNTR”. The Company’s corporate office is located at 507-837 West Hastings Street, Vancouver, British Columbia, V6C 3N6. The Company was involved in the development and marketing of non- alcoholic, functional beverages. The Company produced CENTR Enhanced, a refreshing, ZERO calorie, nootropic and adaptogen, sparkling functional beverage incorporating a variety of science- backed ingredients. Utilizing the Company’s intellectual property, the Company is currently exploring strategic alternatives to fac --- ilitate the future growth of CENTR Enhanced. On December 18, 2023, the Company announced that it has ceased funding its United States operations (see note 13). These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. A different basis of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at February 28, 2026, the Company had a negative working capital of $1,778,727 compared with a negative working capital of $1,665,412 as at May 31, 2025. During the nine-month period ended February 28, 2026, the Company had net losses of $141,779 compared with net losses of $256,342 during the nine-month period ended February 28, 2025. The Company’s continuation as a going concern is dependent upon the Company’s ability to facilitate the future growth of CENTR Enhanced and raise equity capital or borrowings sufficient to meet current and future obligations. Management intends to finance operating costs over the next twelve months with current cash on hand and proceeds from equity and debt alternatives in the capital market. During fiscal 2026, the Company has been able to raise funds, however, there is no assurance that additional financing will be available on terms acceptable to the Company, or at all. These matters represent material uncertainties that cast significant doubt on the Company’s ability to continue as a going concern. These consolidated financial statements do not reflect adjustments to the carrying value of assets and liabilities that would be necessary should the Company be unable to continue operations. Such adjustments could be material. 2. Basis of presentation: (a) Statement of compliance: These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended May 31, 2025, which have been prepared in accordance with IFRS as issued by the IASB. CENTR BRANDS CORP. Condensed Interim Consolidated Notes to Financial Statements (Unaudited – Expressed in Canadian dollars, unless otherwise stated) Nine months ended February 28, 2026 and 2025 7 2. Basis of presentation (continued): (a) Statement of compliance (continued): These condensed interim consolidated financial statements were authorized for issue by the Board of Directors on March 11, 2026. (b) Basis of measurement: These condensed interim consolidated financial statements have been prepared on a historic cost basis except for financial instruments classified as fair value through profit or loss, which are stated at their fair value. In addition, these consolidated financial statements have been presented and prepared using the accrued basis of accounting, except for cash flow information. (c) Basis of consolidation: These consolidated financial statements include the accounts of the Company and its wholly- owned subsidiaries, CENTR Brands USA LLC, CENTR Enhanced USA LLC a --- nd CENTR Enhanced Beverage Corp. The Company accounts for its controlled subsidiaries using consolidation method of accounting from the date that control commences and deconsolidates from the date control ceases. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if, and only if, the Company has all of the following: (i) power over the investee; (ii) exposure, or rights, to variable returns from its involvement with the investee; and (iii) the ability to use its power over the investee to affect the amount of the investor’s returns. All transactions and balances between the Company and its subsidiaries are eliminated on consolidation, including unrealized gains and losses on transactions between companies. (d) Use of estimates and judgement: The preparation of condensed interim consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses that are not readily apparent from other sources, during the reporting period. These estimates and associated assumptions are based on historical experience and other relevant factors. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and in any future periods affected. CENTR BRANDS CORP. Condensed Interim Consolidated Notes to Financial Statements (Unaudited – Expressed in Canadian dollars, unless otherwise stated) Nine months ended February 28, 2026 and 2025 8 2. Basis of presentation (continued): (d) Use of estimates and judgement (continued): Significant judgment, estimates and assumptions that have the most significant effect on the amounts recognized in the Company’s condensed interim consolidated financial statements are as follows: (i) Share-based payments, warrants and warrant liability: To calculate the fair value of stock options, restricted share units and warrants, the Company uses the Black-Scholes option pricing model. This inherently requires management to make various estimates and assumptions, primarily in relation to the expected volatility, stock option life and forfeiture rates. Changes in these estimates could cause a significant change in the share-based compensation expense, share-based payment reserve and warrant liability in a given period. (ii) Determination of functional currency: Based on the primary indicators in IAS21 – The Effects of Change in Foreign Exchange Rates – the Canadian dollar has been determined as the presentation currency of the Company and all subsidiaries, as the Canadian dollar was determined to be the functional currency of the primary economic environment in which the Company operates, as the majority of the operational activities will be denominated in or influenced by the --- Canadian dollar. (iii) Income taxes: Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years. Deferred tax is provided using the liability method, providing for temporary difference between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes and the initial recognition of assets or liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the financial position reporting date. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. CENTR BRANDS CORP. Condensed Interim Consolidated Notes to Financial Statements (Unaudited – Expressed in Canadian dollars, unless otherwise stated) Nine months ended February 28, 2026 and 2025 9 2. Basis of presentation (continued): (d) Use of estimates and judgement (continued): (iv) Interest rate benefit from shareholder loan The promissory notes are issued to a significant shareholder with a below-market rate loan, and the benefit is recorded as a capital contribution within equity. Management has determined the market rate generally based on those of comparable entities to set the Company’s incremental borrowing rate. Significant assumptions are required to be made when determining which borrowing rates to apply in this determination. Changes in the assumptions used may have a significant effect on the Company’s consolidated financial statements. (e) Functional and presentation currency: Except as otherwise noted, these consolidated financial statements are presented in Canadian dollars, which is the Company’s functional and presentation currency. Monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at the rates of exchange prevailing at the reporting dates. Non-monetary assets and liabilities are translated at rates prevailing at the date of acquisition. Expenses are translated at the average rate of exchange in effect during the month the transaction occurred. The resulting foreign currency gains or losses are recognized in these consolidated statements of net income (loss) and comprehensive income (loss). The Canadian dollar has been determined as the presentation currency of the Company and all subsidiaries, as the Canadian dollar was the currency in which the activities were carried out. 3. Convertible debenture: Transactions related to the Company’s convertible debentures for the nine-month period ended February 28, 2026 include the following: 2026 2025 Carrying amount of convertible debentures, opening $ 122,222 $ - Issued 184,167 - Accretion 16,666 - Carrying amount of convertible debentures, ending $ 323,055 $ - CENTR BRANDS CORP. Condensed Interim Consolidated --- Notes to Financial Statements (Unaudited – Expressed in Canadian dollars, unless otherwise stated) Nine months ended February 28, 2026 and 2025 10 3. Convertible debenture (continued): Convertible debentures are comprised of the following: February 28, May 31, 2026 2025 Principal $25,000, maturing March 24, 2026, interest rate 10% $ 24,826 $ 23,264 Principal $100,000, maturing July 11, 2026, interest rate 10% 106,562 98,958 Principal $150,000, maturing July 25, 2026, interest rate 10% 144,792 - Principal $50,000, maturing Nov. 21, 2026, interest rate 10% 46,875 - $ 323,055 $ 122,222 During the nine-month period ended February 28, 2026, the Company recorded interest expense of $36,667 (2025 - $Nil) related to the convertible debentures. On July 25,2025, the Company issued unsecured convertible debentures (the “Debentures”) in a non-brokered private placement in the principal amount of $150,000, for aggregate gross proceeds of $150,000. The Debentures bear interest from July 25, 2025 (the “Closing Date”) at a rate of 10.0% per annum, calculated and payable annually, and will mature on July 25, 2026 (the “Maturity Date”), being the date that is 12 months from the date of issuance. The principal amount of the Debentures, together with any accrued and unpaid interest, may be converted in whole or in part, at any time before the Maturity Date, into equity securities of the Company, at the election of the holder, in whole or in part, at a conversion price equal to the greater of: (A) $0.05 if the Market Price (as such term is defined in the policies of the Canadian Securities Exchange (the “CSE”)) is less than $0.05; (B) the Market Price (as such term is defined in the policies of the CSE); and (C) the offering price of the Company’s first equity financing following the date of issuance of the Debentures; subject to the approval of the CSE. A director and officer of the Company and a shareholder with 10% or more ownership of the Company participated in the Offering by subscribing for the Debentures in the aggregate principal amount of $95,000. On November 21,2025, the Company issued unsecured convertible debentures (the “Debentures”) in a non-brokered private placement in the principal amount of $50,000, for aggregate gross proceeds of $50,000. The Debentures bear interest from November 21, 2025 (the “Closing Date”) at a rate of 10.0% per annum, calculated and payable annually, and will mature on November 21, 2026 (the “Maturity Date”), being the date that is 12 months from the date of issuance. The principal amount of the Debentures, together with any accrued and unpaid interest, may be converted in whole or in part, at any time before the Maturity Date, into equity securities of the Company, at the election of the holder, in whole or in part, at a conversion price equal to the greater of: (A) $0.05 if the Market Price (as such term is defined in the policies of the Canadian Securities Exchange (the “CSE”)) is less than $0.05; (B) the Market Price (as such term is defined in the policies of the CSE); and (C) the offering price of the Company’s first equity financing following the date of issuance of the Debentures; subject to the approval of the CSE. CENTR BRANDS CORP. Condensed Interim Consolidated Notes to Financial Statements (Unaudited – Expressed in Canadian dollars, unless otherwise stated) Nine months ended February 28, 2026 and 2025 11 3. Convertible debenture (continued): A director and officer of the Company and a shareholder with 1 --- 0% or more ownership of the Company participated in the Offering by subscribing for the Debentures in the aggregate principal amount of $37,500. IFRS requires that where an interest rate is below the market rate, estimated at 20%, there is deemed to be a benefit to the Company and as such that portion of the debentures considered to represent that benefit is recorded in equity as a shareholder contribution. The amount of the benefit is then recognized over the life of the promissory notes as an accretion expense and is included as part of interest expense. On August 20, 2025, the Company amended the terms of a previously issued unsecured convertible debenture in the principal amount of $100,000, bearing interest at a rate of 10% per annum and previously maturing on July 11, 2025. The maturity date of this debenture was extended one year to July 11, 2026. 4. Loan payable: February 28, May 31, 2026 2025 Canada Emergency Business Account $ 37,077 $ 34,447 In April 2020, the Company applied for Canada Emergency Business Account and received a loan of $40,000 which was interest free until January 19, 2024. The Company extended the loan to December 31, 2026 at an annual interest rate of 5%. During the nine-month period ended February 28, 2026, the Company recorded interest expense of $4,143 (2025 - $285) related to the Canada Emergency Business Account loan. The Canada Emergency Business Account loan was discounted at a market interest rate of 20%. 5. Warrants liability: Weighted average Number exercise of warrants price Weighted average life Outstanding, May 31, 2025 2,678,354 $ 7.38 0.76 Expired (188,134) 17.50 Outstanding, February 28, 2026 2,490,220 $ 6.65 0.05 CENTR BRANDS CORP. Condensed Interim Consolidated Notes to Financial Statements (Unaudited – Expressed in Canadian dollars, unless otherwise stated) Nine months ended February 28, 2026 and 2025 12 5. Warrants liability (continued): Foreign currency denominated warrants (not including compensation warrants) are considered a derivative as they are not indexed solely to the Company’s own stock. The warrants liability was determined using the Black-Scholes option pricing model. As at February 28, 2026, the warrants liability was valued with a fair value of $Nil (May 31, 2025 – $Nil). Subsequent to February 28, 2026, 1,666,667 warrants expired. 6. Share capital: (a) Authorized: The authorized share capital of the Company consists of unlimited number of common shares without par value. (b) Issued and outstanding: Number Total of shares Amount May 31, 2025 11,579,740 $ 34,294,779 Common shares issuances: Share-based compensation - - February 28, 2026 11,579,740 $ 34,294,779 On February 28, 2026, there were 11,623,386 common shares issued (May 31, 2025 – 11,623,386) and 11,579,740 common shares outstanding (May 31, 2025 – 11,579,740). The remaining 43,646 common shares (May 31, 2025 – 43,646) are held in Treasury. During the nine-month period ended February 28, 2026, the Company did not issue any common shares. 7. Reserves: Reserves are comprised of share-based compensation and share purchase warrants: (a) Share-based compensation – options: The Company operates an equity-settled, stock options-based payment compensation plan, under which the Company pays equity instruments of the Company as consideration in exchange for employee and similar services. The plan is open to employees, directors, officers and consultants of the Company and its affiliates. CENTR BRANDS CORP. Condensed Interim C --- onsolidated Notes to Financial Statements (Unaudited – Expressed in Canadian dollars, unless otherwise stated) Nine months ended February 28, 2026 and 2025 13 7. Reserves (continued): (a) Share-based compensation – options (continued): The fair value of the grant of the options is recognized in the consolidated statements of net income (loss) and comprehensive income (loss) as an expense. The total amount to be expensed is determined by the fair value of the options granted. The total expense is recognized over the vesting period which is the period over which all of the service vesting conditions are satisfied. The vesting period is determined at the discretion of the Board and has ranged from immediate vesting to three years. The maximum number of common shares reserved for issuance, in the aggregate, under the Company’s option plan (and under any other share compensation arrangements of the Company) is 10% of the aggregate number of common shares which are outstanding from time to time. As at February 28, 2026, there were no outstanding options. (b) Share-based compensation – restricted share units (“RSUs”): The Company operates an equity-settled, RSUs share-based payment compensation plan, under which the Company pays equity instruments of the Company as consideration in exchange for employee and similar services. The plan is open to employees, directors, officers and consultants of the Company and its affiliates. The fair value of the grant of the RSUs is recognized in the consolidated statements of net income (loss) and comprehensive income (loss) as an expense. The total amount to be expensed is determined by the fair value of the RSUs granted. The total expense is recognized over the vesting period which is the period over which all of the service vesting conditions are satisfied. The maximum number of common shares reserved for issuance, in the aggregate, under the Company’s RSU plan (and under any other share compensation arrangements of the Company) is 10% of the aggregate number of common shares which are issued and outstanding from time to time. As at February 28, 2026, this represented 1,157,974 common shares. Number of RSUs Outstanding, May 31, 2025 1,000 Expired (1,000) Outstanding, February 28, 2026 - RSUs have an expiry date of 5-years from the date of issuance. As at February 28, 2026, the weighted average remaining life of the RSUs outstanding is Nil years (May 31, 2025 – 0.75 years). During the nine-month period ended February 28, 2026, the Company recorded share-based compensation expense of $Nil (2024 – $Nil) relating to RSUs vested, cancelled and forfeited. CENTR BRANDS CORP. Condensed Interim Consolidated Notes to Financial Statements (Unaudited – Expressed in Canadian dollars, unless otherwise stated) Nine months ended February 28, 2026 and 2025 14 7. Reserves (continued): (c) Share-based compensation - deferred share units (“DSUs”): The Company operates an equity-settled, DSUs share-based payment compensation plan, under which the Company pays equity instruments of the Company as consideration in exchange for employee and similar services. The plan is open to employees, directors, officers and consultants of the Company and its affiliates. The fair value of the grant of the DSUs is recognized in the consolidated statements of net income (loss) and comprehensive income (loss) as an expense. The total amount to be expensed is determined by the fair value of the DSUs granted. The total expense is recognized immed --- iately on the date of issuance. The maximum number of common shares reserved for issuance, in the aggregate, under the Company’s DSU plan (and under any other share compensation arrangements of the Company) is 10% of the aggregate number of common shares which are issued and outstanding from time to time. Number of DSUs Outstanding, May 31, 2025 165,154 Granted - Outstanding, February 28, 2026 165,154 The DSUs granted or transferred from the RSUs are held by the directors of the Company and fully vested upon the issuance. The DSUs are converted into common shares of the Company when the holder of the DSU ceases to be a director of the Company. During the nine-month period ended February 28, 2026, the Company recorded share-based compensation expense of $Nil (2025 - $Nil) relating to the issuance of DSUs. Each DSU is equal in value to one of the Company’s common shares. (d) Share-based compensation - performance share units (“PSUs”): The Company operates an equity-settled, PSUs share-based payment compensation plan, under which the Company pays equity instruments of the Company as consideration in exchange for employee and similar services. The plan is open to employees, directors, officers and consultants of the Company and its affiliates. The fair value of the grant of the PSUs is recognized in the consolidated statements of net income (loss) and comprehensive income (loss) as an expense. The total amount to be expensed is determined by the fair value of the PSUs granted. The total expense is recognized immediately on the date of issuance. The maximum number of common shares reserved for issuance, in the aggregate, under the Company’s PSU plan (and under any other share compensation arrangements of the Company) is 10% of the aggregate number of common shares which are issued and outstanding from time to time. As at February 28, 2026, there we no outstanding PSUs. CENTR BRANDS CORP. Condensed Interim Consolidated Notes to Financial Statements (Unaudited – Expressed in Canadian dollars, unless otherwise stated) Nine months ended February 28, 2026 and 2025 15 8. General & administrative: Three months Three months Nine months Nine months ended ended ended ended Feb. 28, 2026 Feb. 28, 2025 Feb. 28, 2026 Feb. 28, 2025 Salaries and payroll $ 3,015 $ 98,011 $ 15,885 $ 303,518 Other SG&A expenses 36,851 26,399 109,163 86,417 Professional 20,156 12,247 21,397 49,449 $ 60,022 $ 136,657 $ 146,445 $ 439,384 9. Related party transactions and balances: (a) Compensation of key management personnel: The Company transacts with key individuals from management who have authority and responsibility to plan, direct, and control the activities of the Company. Key management personnel are defined as the executive officers of the Company and the directors, including the Chief Executive Officer and Chief Financial Officer. The Company entered into certain transactions with key management personnel during the nine-month period ended February 28, 2026 as follows: Nine months Nine months ended ended February 28, February 28, 2026 2025 Salaries and benefits $ - $ 180,000 Director fees - 94,225 $ - $ 274,225 (b) Transactions with controlling shareholders: The Company incurred the following transactions with companies having a director and officer in common: Nine months Nine months ended ended February 28, February 28, 2026 2025 Other fees paid to a company controlled by a director and officer of the Company $ 8,100 $ 8,100 $ 8,100 $ 8,100 CENTR BRANDS CORP. Condense --- d Interim Consolidated Notes to Financial Statements (Unaudited – Expressed in Canadian dollars, unless otherwise stated) Nine months ended February 28, 2026 and 2025 16 9. Related party transactions and balances (continued): (b) Transactions with controlling shareholders (continued): As at February 28, 2026, $422,267 (May 31, 2025 - $415,788) was included in due to related parties for salaries, director fees and other overhead costs in the ordinary course of business. These amounts bear no interest and are due on demand. As at February 28, 2026, $258,247 (May 31, 2025 - $122,222) was included in convertible debentures (note 3) for unsecured convertible debentures issued to a shareholder and a director and officer of the Company in the ordinary course of business. 10. Capital management: The Company's objective is to maintain a capital structure that supports its long-term growth strategy, maintains creditor and customer confidence, and maximizes shareholder value. However, the Company discloses that current capital has been exhausted. As such, the Company is considering strategic alternatives to optimize the capital structure, including the potential of assuming debt. There were no changes in the Company’s approach to capital management during the nine-month period ended February 28, 2026. The capital structure of the Company consists of its shareholders’ equity. The Company's primary uses of capital are to finance operations, increase non-cash working capital and capital expenditures. The Company’s objectives when managing capital are to ensure the Company will continue to have enough liquidity to expand. The Company, as part of its annual budgeting process, evaluates its estimated annual cash requirements to fund planned expansion activities and working capital requirements of existing operations. Based on this cash budget and taking into account its anticipated cash flows from operations and its holdings of cash, the Company is of the view that it does not have sufficient capital or the ability to draw the required funds from existing shareholder commitments. As a result, the Company must explore strategic alternatives, including assuming debt. 11. Financial instruments and fair value measurement: Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The Company’s financial instruments approximate their carrying values due to the short-term nature of these instruments CENTR BRANDS CORP. Condensed Interim Consolidated Notes to Financial Statements (Unaudited – Expressed in Canadian dollars, unless otherwise stated) Nine months ended February 28, 2026 and 2025 17 11. Financial instruments and fair value measurement (continued): Fair value Fair February 28, 2026 Classification level value Financial liabilities measured at fair value: Warrants liability FVTPL 2 - Fair value Fair May 31, 2025 Classification level value Financial liabilities measured at fair value: Warrants liability FVTPL 2 - 12. Risk management: In the normal course of business, the Company is exposed to risks related to financial instruments that can affect its operating performance. These risks, and the actions taken to manage them, are as follows: (a) Credit risk: Credit risk arises from the potential that a counterparty will fail to perform its obligations. The carrying value of the Company’s cash and accounts receivable, totaling $21,755, represents the Compa --- ny’s maximum exposure to credit risk. The Company does not believe it has significant credit risk associated with its cash as such funds are on deposit with highly rated financial institutions and thus credit risk arises principally from the Company’s receivables from customers. The Company’s exposure to credit risk on accounts receivable is influenced mainly by the individual characteristics of each debtor. The Company has a number of customers with small accounts receivable balances and is therefore able to monitor credit risk on an individual account basis. (b) Liquidity risk: Liquidity risk is the risk that the Company may encounter difficulty in raising funds to meet its financial commitments or can only do so at excessive cost. The Company cannot ensure there is sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from operations, its holdings of cash and its ability to raise funds from its existing shareholders or external shareholders. As indicated in Note 10, the Company is exploring strategic alternatives to its current capital structure to ensure it can operate effectively and meet its financial obligations when they come due. (c) Currency risk: Currency risk is the risk to the Company’s earnings that arises from fluctuations in foreign exchange rates and the degree of volatility of those rates. The Company is exposed to currency risk by incurring certain expenditures in United States dollars. CENTR BRANDS CORP. Condensed Interim Consolidated Notes to Financial Statements (Unaudited – Expressed in Canadian dollars, unless otherwise stated) Nine months ended February 28, 2026 and 2025 18 12. Risk management (continued): (d) Interest rate risk: Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not have financial instruments that result in material exposure. 13. Discontinued operations: On December 18, 2023, the Company announced it had ceased funding its United States operations which included its United States subsidiaries, CENTR Brands USA LLC and CENTR Enhanced USA LLC. After reviewing the overall performance of the Company’s United States operations, in particular its cash position and its forecasted revenue and expenses, it was decided to consolidate the Company’s ongoing operations into Canada and review the various alternatives available in an effort to ensure the long-term success of the Company. The results for the United States operations for the nine-month period ended February 28, 2026 and 2025 were as follows: 2026 2025 Sales $ - $ - Cost of sales (recovery) - (2,720) Gross profit - 2,720 Expenses: General and administrative - (66,931) Other expenses (income) (4,667) 48,915 Income from discontinued operations $ 4,667 $ 20,736 Basic and diluted income per share from discontinued operations $ 0.00 $ 0.00 14. Commitment and contingencies: The Company may be subject to claims that arise in the ordinary course of business. Management assesses the likelihood of adverse outcomes in these matters, as well as potential ranges of losses, to determine appropriate accounting treatment and disclosure. The Company accrues liabilities for legal claims when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. As of February 28, 2026, the Company is not aware of any claims made against the Company.