SEDAR Interim Financial Statements

RED LIGHT HOLLAND CORP. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian Dollars) Notice of No Auditor Review of Condensed Interim Consolidated Financial Statements Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the condensed interim consolidated financial statements have not been reviewed by an auditor. The accompanying unaudited condensed interim consolidated financial statements of Red Light Holland Corp. (the “Company”) have been prepared by, and are the responsibility of, the Company’s management. The unaudited condensed interim consolidated financial statements are prepared in accordance with accounting principles generally accepted in Canada (these statements are prepared under IFRS® Accounting Standards and reflect management’s best estimates and judgment based on information currently available. The Company’s independent auditor has not performed a review of these unaudited condensed interim consolidated financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor. Red Light Holland Corp. Condensed Interim Consolidated Statements of Financial Position (Unaudited) (Expressed in Canadian Dollars) As at December 31, 2025 and March 31, 2025 The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements 3 Approved on behalf of the Board of Directors: “Brad Lamb” “Todd Shapiro” Chairman & Director CEO & Director December 31, 2025 March 31, 2025 $ $ Assets Current Assets Cash and cash equivalents 9,237,626 12,272,787 Restricted cash (Note 9) - 565,378 Accounts receivable (Note 18) 814,264 404,030 Sales tax receivable - 326 Income tax recoverable 989 - Marketable securities (Note 4) 644,317 - Prepaid expenses and deposits 397,079 493,699 Inventories (Note 5) 943,412 1,000,785 Assets held for sale (Note 6) 2,255,251 - Total Current Assets 14,292,938 14,737,005 Non-Current Assets Marketable securities (Note 4) 666,267 778,833 Property, plant and equipment (Note 7) 2,966,315 5,307,295 Intangible assets (Note 8) - 22,074 Right-of-use asset (Note 10) 274,432 376,185 Total Non-Current Assets 3,907,014 6,484,387 Total Assets 18,199,952 21,221,392 Liabilities Current Liabilities Accounts payable and accrued liabilities (Notes 18 and 19) 1,765,205 1,366,667 Convertible debentures (Note 9) - 650,000 Lease liabilities (Note 11) 61,505 83,723 Loans and advances (Note 12) 1,309,334 1,127,884 Income tax payable - 26,892 Total Current Liabilities 3,136,044 3,255,166 Non-Current Liabilities Lease liabilities (Note 11) 240,158 321,553 Deferred tax liability 207,195 295,086 Total Non-Current Liabilities 447,353 616,639 Total Liabilities 3,583,397 3,871,805 Shareholders’ Equity Share capital (Note 14(a)) 43,875,312 43,341,953 Shares to be issued 17,002 17,002 Warrants (Note 14(d)) 11,017,314 11,017,314 Contributed surplus (Notes 14(b) and (c)) 5,452,106 5,124,529 Non-controlling interest (Note 13) (75,613) (2,793) Accumulated other comprehensive income 104,106 51,255 Accumulated deficit (45,773,672) (42,199,673) Total Shareholders’ Equity 14,616,555 17,349,587 Total Liabilities and Shareholders’ Equity 18,199,952 21,221,392 N --- ature of operations (Note 1) Provisions, commitments and contingencies (Note 17) Subsequent events (Note 24) Red Light Holland Corp. Condensed Interim Consolidated Statements of Loss and Comprehensive loss (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements 4 Three Months ended December 31, Nine Months ended December 31, 2025 2024 2025 2024 $ $ $ $ Revenue (Note 15) 1,264,798 1,168,453 3,320,047 4,094,971 Cost of Sales (Note 5) 906,878 753,674 2,187,622 2,503,588 Gross Profit 357,920 414,779 1,132,425 1,591,383 Operating Expenses General and administrative (Notes 19 and 20) 1,198,591 1,423,444 3,686,663 4,378,230 Share-based payments (Notes 14(a),(b) & (c) and 19) 348,620 (21,560) 771,987 515,027 Interest expense 12,701 42,985 46,972 125,103 Research 8,166 (123) 11,033 24,789 1,568,078 1,444,746 4,516,655 5,043,149 Loss Before Other Items and Taxes (1,210,158) (1,029,967) (3,384,230) (3,451,766) Other Items Reversal of provision of sales taxes - - - 163,249 Unrealized loss in fair value of marketable securities (Note 4) (172,739) - (454,370) - Realized (loss) gain on sale of property, plant and equipment (2,082) 4,167 (2,901) 4,167 Gain on decommission of leases - 4,284 - 4,284 Gain on modification of convertible debentures - - - 113,615 Contract termination cost (Note 18) - - - (9,959) Loss on shares-for-debt settlement (Note 14(a)) (84,602) - (84,602) - Loss on disposal of subsidiary (21,760) - (21,760) - Foreign exchange (loss) gain (809) 2,104 (3,169) (6,900) Interest income 52,317 99,875 212,922 416,278 Net Loss Before Taxes (1,439,833) (919,537) (3,738,110) (2,767,032) Income tax recovery (Note 21) 28,605 20,690 91,291 24,670 Net Loss (1,411,228) (898,847) (3,646,819) (2,742,362) Net Loss Attributable to: Shareholders of Red Light Holland Corp. (1,378,899) (852,470) (3,573,999) (2,644,622) Non-controlling Interest (Note 13) (32,329) (46,377) (72,820) (97,740) Net Loss (1,411,228) (898,847) (3,646,819) (2,742,362) Foreign currency translation (22,018) 556 52,851 (31,898) Comprehensive Loss (1,433,246) (898,291) (3,593,968) (2,774,260) Net Loss per Share – Basic and Diluted $ (0.00) $ (0.00) $ (0.01) $ (0.01) Weighted Average Number of Outstanding Shares - Basic and Diluted 417,591,429 400,935,887 413,911,376 399,540,364 Red Light Holland Corp. Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) (Expressed in Canadian Dollars) For the Nine Months ended December 31, 2025 and 2024 The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements 5 Common Shares Common Shares Shares to be Issued Equity Portion of Convertible Debenture Warrants Contributed Surplus Non- controlling Interest Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Shareholders’ Equity # $ $ $ $ $ $ $ $ $ Balance, March 31, 2024 393,785,080 42,439,190 32,694 113,614 10,697,260 4,927,822 192,107 17,086 (38,157,471) 20,262,302 Shares issued on exercise of RSUs (Note 14(c)) 2,151,288 21,359 (21,359) - - - - - - - Shares to be issued on vested RSUs - 190,000 5,667 - - (195,667) - - - - Shares issued on conversion of convertible debentures (Note 9) 1,666,666 100,000 - - - - - - - 100,000 Shares and warrants issued in connection with convertible debentures (Note 9) 2,375,000 92,472 - 33,913 320,054 - - --- - - 446,439 Share-based payments (Notes 14(a),(b) & (c)) 957,853 52,682 - - - 462,345 - - - 515,027 Acquisition of non-controlling interest (Note 13) - - - - - - 70,684 - - 70,684 Exchange differences on translating foreign operations - - - - - - - (31,898) - (31,898) Net loss and comprehensive loss - - - - - - (97,740) - (2,644,622) (2,742,362) Balance, December 31, 2024 400,935,887 42,895,703 17,002 147,527 11,017,314 5,194,500 165,051 (14,812) (40,802,093) 18,620,192 Balance, March 31, 2025 410,852,552 43,341,953 17,002 - 11,017,314 5,124,529 (2,793) 51,255 (42,199,673) 17,349,587 Shares issued on exercise of RSUs (Note 14(c)) 2,816,666 267,500 - - - (267,500) - - - - Shares issued as compensation replacement (Note 14(a)) 5,611,250 168,337 - - - - - - - 168,337 Shares issued on debt settlement (Note 14(a)) 3,250,719 97,522 - - - - - - - 97,522 Share-based payments (Notes 14(b) & (c)) - - - - - 595,077 - - - 595,077 Exchange differences on translating foreign operations - - - - - - - 52,851 - 52,851 Net loss and comprehensive loss - - - - - - (72,820) - (3,573,999) (3,646,819) Balance, December 31, 2025 422,531,187 43,875,312 17,002 - 11,017,314 5,452,106 (75,613) 104,106 (45,773,672) 14,616,555 Red Light Holland Corp. Condensed Interim Consolidated Statements of Cash Flows (Unaudited) (Expressed in Canadian Dollars) For the Nine Months ended December 31, 2025 and 2024 The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements 6 2025 2024 $ $ Operating Activities Net loss for the period (3,646,819) (2,742,362) Items not affecting cash: Amortization and depreciation (Notes 7, 8 and 10) 278,552 667,350 Share-based payments (Notes 14(a),(b) & (c) and 19) 771,987 515,027 Unrealized loss in fair value of marketable securities (Note 4) 454,370 - Loss (gain) on sale of property, plant and equipment 2,901 (4,167) Gain on decommission of leases - (5,165) Gain on modification of convertible debentures - (113,614) Gain on termination of contract (Note 18) - (161,924) Loss on shares-for-debt settlement 84,602 - Loss on disposal of subsidiary 22,778 - Interest and accretion 39,841 117,027 Deferred tax gains (Note 21) (87,891) (46,277) (2,079,679) (1,774,105) Movements in working capital: Accounts receivable (410,234) 176,584 Sales tax receivable 326 566,578 Income tax receivable (27,881) 36,592 Prepaid expenses and deposits 96,620 349,632 Inventories 57,373 (32,338) Accounts payable and accrued liabilities 402,885 (256,627) Cash Flows used in Operating Activities (1,960,590) (933,684) Investing Activities Purchases of marketable securities (Note 4) (986,121) 5,819 Acquisition of property, plant and equipment (Note 7) (137,883) (491,958) Cash Flows used in Investing Activities (1,124,004) (486,139) Financing Activities Proceeds from convertible debentures (Note 9) - 358,826 Repayment of convertible debentures (Note 9) (653,134) - Loan proceeds (Note 12) 181,450 200,000 Lease payments (Note 11) (92,062) (186,728) Cash Flows provided by (used in) Financing Activities (563,746) 372,098 Effect of changes in foreign currency rates on cash 47,801 (33,943) Change in cash and cash equivalents and restricted cash (3,600,539) (1,081,668) Cash and cash equivalents and restricted cash, beginning of period 12,838,165 14,372,324 Cash and cash equivalents and restricted cash, end of period 9,237,626 13,290,656 $ $ Supplemental Information Shares issued on conversion of debentures (Note 9) - 100,000 Shares i --- ssued as bonus to minority shareholders (Note 14(a)(i)) - 52,682 Shares issued as compensation replacement (Note 14(a)(ii)) 168,337 - Shares issued on shares-for-debt settlement (Note 14(a)(iii)) 97,522 - Red Light Holland Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 7 1. Nature of Operations Red Light Holland Corp. (“RLHC” or the “Company”) is an Ontario-based organization advancing a focused strategy within the legal psychedelic sector, centered on consensual data collection and research and development initiatives designed to expand naturally occurring drug development, understanding of psilocybin use and consumer experiences. In parallel, the Company operates commercial activities across Europe and North America, including psilocybin truffle sales in the Netherlands’ legal market and mushroom home grow kits offered through business-to-business and direct-to-consumer channels, in compliance with applicable laws. The Company is governed by the Business Corporations Act (Ontario). The address of the Company’s registered office is 1 Adelaide Street East, Suite 801, Toronto, Ontario, M5C 2V9, Canada. The Company’s common shares are listed on the Canadian Securities Exchange under the ticker symbol “TRIP”, on the Frankfurt Stock Exchange under the symbol “4YX”, and on the OTCQB Venture Market under the symbol “TRUFF”. 2. Basis of Presentation Statement of Compliance These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting. Certain information and note disclosures normally included in the Company’s annual consolidated financial statements prepared in accordance with IFRS® Accounting Standards issued by the International Accounting Standards Board, have been omitted or condensed. These condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended March 31, 2025. These condensed interim consolidated financial statements have been prepared on a going concern basis, under historical cost, except for certain financial instruments and equity instruments that are measured at fair value. These condensed interim consolidated financial statements were reviewed, approved, and authorized for issuance by the Board of Directors (the “Board”) of the Company on February 25, 2026. Principles of Consolidation Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases. The condensed interim consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions. These condensed interim consolidated financial statements include the accounts of the Company and the following list of subsidiaries: Name of Subsidiaries Country of Incorporation Functional Currency Percentage Ownership Red Light Holland (Subco 1) Inc. Canada CAD 100% Red Light Holland (Subco 2) Inc. Canada CAD 100% 4316747 Nova Scotia Limited (“H --- appy Caps”) 1 Canada CAD 100% Acadian Exotic Mushrooms Ltd. (“AEM”) Canada CAD 51% Red Light Acquisition Inc. (“Red Light Acquisition”) United States USD 100% Radix Motion Inc. (“Radix”) 2 United States USD 100% RLH Netherlands B.V. “RLH Netherlands”) Netherlands EUR 100% RLH Farms B.V. (“RLH Farms”) Netherlands EUR 100% SR Wholesale B.V. (“SR Wholesale”) Netherlands EUR 100% Wellness World Oss B.V. 3 Netherlands EUR 100% Wellness World Utrecht B.V. (“Wellness World Utrecht”) 4 Netherlands EUR 100% MiniChamp B.V. (“MiniChamp”) Netherlands EUR 100% 1 On April 2, 2024, the Company acquired the remaining 20% interest in Happy Caps (see Note 13). On May 21, 2025, Happy Caps was re-registered under the Canada Business Corporation Act (CBCA) and continues its operations under the name of Happy Caps Mushroom Farm Inc. 2 Radix was dissolved in December 2025. 3 On October 2, 2024, the Company completed the sale of certain inventories and assets of Wellness World Oss B.V., its retail store located in the Netherlands. The purchase price was €25,000 which included all lease obligations and inventories. 4 On October 1, 2025, the Company completed the sale of the Wellness World Utrecht retail store located in the Netherlands, for a purchase price of €25,000. Red Light Holland Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 8 2. Basis of Presentation (continued) Functional and Presentation Currency These condensed interim consolidated financial statements are presented in Canadian dollars (“$” or “CAD”), except as otherwise noted, which is the functional currency of the Company. The functional currency is the currency of the primary economic environment in which the Company operates. 3. Material Accounting Policies (a) Critical Accounting Judgments, Estimates and Assumptions The preparation of these condensed interim consolidated financial statements in conformity with IFRS® Accounting Standards requires management to make judgments, estimates based on assumptions about future events that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These are consistent with those disclosed in the Company’s audited consolidated financial statements for the year ended March 31, 2025, unless otherwise noted. (b) Adoption of New Accounting Policies The accounting policies applied in the preparation of these condensed interim consolidated financial statements are consistent with those applied in the preparation of the Company’s audited consolidated financial statements for the year ended March 31, 2025, except for the adoption of new standards and interpretations effective April 1, 2025, and as otherwise disclosed below. Assets Held for Sale Assets are classified as held for sale, when they meet the criteria to be assets classified as held for sale in accordance to IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations (“IFRS 5”). A non-current asset (or disposal group) is classified as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. For this to be the case, the asset (or disposal group) must be available for immediate sale in its present condition subject only to terms t --- hat are usual and customary for sales of such assets (or disposal groups) and its sale must be highly probable. For the sale to be highly probable, the appropriate level of management must be committed to a plan to sell the asset (or disposal group), and an active program to locate a buyer and complete the plan must have been initiated. Further, the asset (or disposal group) must be actively marketed for sale at a price that is reasonable in relation to its current fair value. In addition, the sale should be expected to qualify for recognition as a completed sale within one year from the date of classification, and actions required to complete the plan should indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The probability of shareholders’ approval (if required in the jurisdiction) is also considered as part of the assessment of whether the sale is highly probable. Assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell (“FVLCS”). Non-current assets classified as held for sale are not depreciated or amortized subsequent to classification. 4. Marketable Securities Number of Securities Cost Fair Value # $ $ Elevate Farms Inc. – shares (Level 3) 45,976 299,996 778,833 Balance, March 31, 2025 299,996 778,833 # $ $ iShares Bitcoin ETF (Level 1) 18,160 786,121 644,317 Elevate Farms Inc. – shares (Level 3) 71,768 460,288 584,909 Elevate Farms Inc. – warrants (Level 3) 24,390 39,708 81,358 Balance, December 31, 2025 1,286,117 1,310,584 Red Light Holland Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 9 4. Marketable Securities (continued) Bitcoin ETFs During the nine months ended December 31, 2025, the Company purchased a total of 18,160 units of certain Bitcoin-related exchange-traded funds (ETFs) for $786,121, for as part of a strategic investment. As these ETFs are listed and have quoted prices in an active exchange, the Company classified these investments as Level 1 input under the fair value hierarchy as required by IFRS 9 – Financial Instruments (“IFRS 9”) (see Note 18). As at December 31, 2025, these ETFs were valued at $644,317. They are classified as a current asset and are measured at fair value through profit or loss on the condensed interim consolidated statements of financial position. Elevate Farms Inc. During the nine months ended December 31, 2025, the Company participated into a new investment of units of Elevate Farms Inc. (“Elevate Farms” or the “Investee”) for $200,000. As at December 31, 2025, the Company held 71,768 common shares and 24,390 warrants of Elevate Farms. Based on management’s intention and ability, the investment in Elevate Farms has been classified as non-current. The Company had determined that the investment held in Elevate Farms did not have an active market and any observable inputs directly or indirectly from quoted prices of a similar asset in markets which are not active. As such, the Company classified this investment as Level 3 input under the fair value hierarchy as required by IFRS 9 (see Note 18). As at December 31, 2025, the fair value of Elevate Farms’ common shares and warrants was estimated at $666,267 (March 31, 2025 – $778,833) based on the value of the most recent financing closed by the Investee. Privately held investments (including warra --- nts) are initially recorded at the transaction price, being the fair value at the time of acquisition. At the end of each reporting period, the fair value of an investment may (depending upon the circumstances) be adjusted using one or more of the valuation indicators described below, which may involve uncertainties and determinations based on management’s judgment and any value estimated from these techniques may not be realized or realizable. The determination of fair value of privately held investments at other than initial cost, is subject to certain limitations. Financial information for private companies may not be available and, even if available, that information may be limited and/or unreliable. Company-specific information is considered when determining whether the fair value of a privately held investment should be adjusted upward or downward at the end of each reporting period. In addition to company-specific information, the Company will also consider trends in general market conditions and the share performance of comparable publicly traded companies when valuing privately held investments. The fair value of a privately held investment may be adjusted if: • There has been significant subsequent equity financing provided by outside investors at a valuation different than the current value of the investee company, in which case the fair value of the investment is set to the value at which that financing took place. • There have been significant corporate, political, or operating events affecting the investee company that, in management’s opinion, have a material impact on the investee company’s prospects and therefore its fair value. In these circumstances, the adjustment to the fair value of the investment will be based on management’s judgment and any value estimated may not be realized or realizable. • The investee company is placed into receivership or bankruptcy. • Based on financial information received from the investee company, it is apparent to the Company that the investee company is unlikely to be able to continue as a going concern. • Release by the investee company of positive/negative operational results; or • Important positive/negative management changes by the investee company that the Company’s management believes will have a very positive / negative impact on the investee company’s ability to achieve its objectives and build value for shareholders. Adjustments to the fair value of a privately held investment will be based upon management’s judgment and any value estimated may not be realized or realizable. The resulting values for a privately held investment may differ from values that would be realized if a ready market existed. Red Light Holland Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 10 4. Marketable Securities (continued) The following summarizes the changes in the marketable securities for the nine months ended December 31, 2025: Level 1 Level 2 Level 3 Total $ $ $ $ As at March 31, 2025 - - 778,833 778,833 Purchases of new investments 786,121 - 200,000 986,121 Revaluation to fair market value (141,804) - (312,566) (454,370) As at December 31, 2025 644,317 - 666,267 1,310,584 For the three and nine months ended December 31, 2025, the unrealized change in the fair value of marketable securities amounted to a loss of $172,739 and $454,370, respectively, (2024 – $nil a --- nd $nil), which are recorded on the condensed interim consolidated statements of loss and comprehensive loss. 5. Inventories December 31, 2025 March 31, 2025 $ $ Raw materials - 17,280 Packaging materials 133,584 179,481 Finished Goods 809,828 804,024 943,412 1,000,785 For the three and nine months ended December 31, 2025, inventories recognized as sales-related expenses amounted to $906,878 and $2,187,622, respectively, (2024 – $753,674 and $2,503,588, respectively), which is included in cost of sales on the condensed interim consolidated statements of loss and comprehensive loss. 6. Assets Held For Sale Land and buildings are transferred to assets classified as held for sale, from property, plant and equipment, when they meet the criteria to be assets classified as held for sale in accordance to IFRS 5. In June 2025, management approved the sale of its AEM Project in Ontario (the “AEM Project”) and the proposed sale transaction is expected to close within the next 12 months. Upon management’s decision to divest of its interest in the AEM Project, the investments in its land and buildings of $2,255,251 were classified as held for sale on the condensed interim consolidated statements of financial position. In accordance with IFRS 5, these assets are measured at the lower of their carrying amount and FVLCS. These assets were previously classified as assets under construction and therefore were not subject to depreciation. As at December 31, 2025, these assets held for sale were valued at $2,255,251. The Company will continue to assess the FVLCS of the assets classified as held for sale at the end of each reporting period and adjust the carrying amounts accordingly. During the nine months ended December 31, 2025, no impairment loss was recognized upon reclassification. To determine the FVLCS, the Company will consider factors such as the best available market data, the estimated costs to sell and other company-specific information. The carrying amounts of the assets classified as held for sale are not necessarily indicative of their fair value, as it has been recorded at the lower of their carrying amounts and FVLCS in accordance with IFRS 5. Red Light Holland Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 11 7. Property, Plant and Equipment Land Buildings Equipment Vehicle Total $ $ $ $ $ Cost Balance, March 31, 2024 1,567,635 3,069,898 1,169,426 22,481 5,829,440 Additions 375,854 20,877 134,489 - 531,220 Disposal - - (3,526) - (3,526) Impairment loss - (251,844) - - (251,844) Foreign currency adjustment - - 18,517 1,460 19,977 Balance, March 31, 2025 1,943,489 2,838,931 1,318,906 23,941 6,125,267 Additions - - 137,883 - 137,883 Reclassification as AHFS (Note 6) (1,903,489) (351,762) - - (2,255,251) Disposal - - (3,272) - (3,272) Derecognition from disposal of subsidiary - - (61,017) - (61,017) Foreign currency adjustment - - 7,072 744 7,816 Balance, December 31, 2025 40,000 2,487,169 1,399,572 24,685 3,951,426 $ $ $ $ $ Accumulated Depreciation Balance, March 31, 2024 - 268,920 280,073 12,867 561,860 Disposal - - (1,874) - (1,874) Depreciation - 98,437 143,903 4,242 246,582 Foreign currency adjustment - - 10,396 1,008 11,404 Balance, March 31 ,2025 - 367,357 432,498 18,117 817,972 Disposal - - (371) - (371) Derecognition from disposal of subsidiary - - (31,002) - (31,002) Depreciation - 73,693 120,517 2,634 --- 196,844 Foreign currency adjustment - - 1,105 563 1,668 Balance, December 31, 2025 - 441,050 522,747 21,314 985,111 $ $ $ $ $ Net Book Value March 31, 2025 1,943,489 2,568,216 789,766 5,824 5,307,295 December 31, 2025 40,000 2,046,119 876,825 3,371 2,966,315 For the three and nine months ended December 31, 2025, depreciation expense related to the Company’s property, plant and equipment amounted to $64,059 and $196,844, respectively, (2024 – $62,011 and $182,455, respectively), which are included in general and administrative (“G&A”) expenses (see Note 20) on the condensed interim consolidated statements of loss and comprehensive loss. 8. Intangible Assets For the three and nine months ended December 31, 2025, amortization expense related to the Company’s intangible assets, comprised of its trade name, amounted to $5,790 and $22,074, respectively, (2024 – $8,141 and $24,425, respectively), which are included in G&A expenses (see Note 20) on the condensed interim consolidated statements of loss and comprehensive loss. As at December 31, 2025, the Company’s intangible assets were fully amortized (March 31, 2025 – net book value of $22,074) on the condensed interim consolidated statements of financial position. Red Light Holland Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 12 9. Convertible Debentures On March 19, 2023, an unsecured convertible promissory note payable due to the previous owner of SR Wholesale and in the amount of €300,000 became due. On March 31, 2023, this note was derecognized as a replacement debt instrument and was issued to a new debenture holder pursuant to an assignment agreement, terms as outlined below. On March 31, 2023, the Company entered into a debt settlement agreement (the “March 2023 Debt Settlement Agreement”) in connection with the unsecured convertible promissory note payable, resulting in the issuance of $491,173 of secured debentures with a term of one year and due by March 31, 2024. On April 8, 2024, the Company closed an extension of the convertible debentures that matured on March 31, 2024, per the March 2023 Debt Settlement Agreement, with the holder agreeing to increase their investment in the Company. The increased investment was for aggregate gross proceeds of $750,000, at a price of $1,000 per convertible debentures (each, a “April 2024 Debenture Unit”). Each April 2024 Debenture Unit consisted of: (i) a $1,000 principal secured convertible debenture; and (ii) 16,666.67 common share purchase warrants exercisable per April 2024 Debenture Unit. The principal of the debenture may be converted into common shares at a conversion price of $0.06 per common share. A total of 12,500,000 warrants were issued. Each warrant entitles the holder thereof to acquire one additional common share at a price of $0.10 per common share for a period of 24 months from the date of issuance. The debentures matured on April 8, 2025, and do not bear interest. The Company was required to post a 75% security deposit of $562,500 which was held in trust. This amount, plus interest earned, was classified as restricted cash on the consolidated statements of financial position as at March 31, 2025. On April 17, 2025, the Company repaid the outstanding convertible debentures of $650,000 for total proceeds of $653,134, including interest of $3,134. 10. Right-of-Use Assets December 31, 2025 March 31, --- 2025 $ $ Balance, beginning of period / year 376,185 394,405 Depreciation (59,634) (94,486) Derecognition of lease decommission - (47,794) Derecognition of lease on disposal of subsidiary (52,408) - Lease modifications - 103,273 Foreign currency adjustment 10,289 20,787 Balance, end of period / year 274,432 376,185 For the three and nine months ended December 31, 2025, depreciation expense related to right-of-use assets amounted to $15,285 and $59,634, respectively, (2024 – $54,012 and $158,705, respectively), which are included in G&A expenses (see Note 20) on the condensed interim consolidated statements of loss and comprehensive loss. 11. Lease Liabilities December 31, 2025 March 31, 2025 $ $ Balance, beginning of period / year 405,276 419,874 Interest expense 36,707 56,246 Lease payments (92,062) (136,482) Leases decommission - (52,959) Lease modifications - 94,631 Derecognition of lease on disposal of subsidiary (59,645) - Foreign currency adjustment 11,387 23,966 Balance, end of period / year 301,663 405,276 Red Light Holland Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 13 11. Lease Liabilities (continued) December 31, 2025 March 31, 2025 $ $ Current portion 61,505 83,723 Long-term portion 240,158 321,553 Balance, end of period / year 301,663 405,276 On August 1, 2020, the Company entered into a new lease for RLH Farms (the “RLH Farms Lease”), consisting of a warehouse facility with a lease term until July 31, 2025, with a renewal option based on lease payments of €1,630 per month. Effective February 1, 2024, the leased space was reduced, and the monthly lease payment as reduced to €548.15 per month, with an annual 2% increase beginning on January 1, 2025. As management has indicated that it has no intention to terminate the lease and expects to remain in the current location, the Company has adjusted its right-of-use assets and lease liability of the RLH Farms Lease to account for the lease modification resulting from the reduced payments and the expected renewal of the lease, using an interest rate of 17%, which is the Company’s incremental borrowing rate in the Netherlands. As a result of the lease modification, increases of $8,814 and $6,320, were made to the right-of-use assets and lease liability balance, respectively, during the year ended March 31, 2025. On October 1, 2021, the Company entered into a new lease for AEM (the “AEM Lease”) consisting of an equipment with an associated lease liability fair value of $123,842. The lease term is until September 30, 2027. The lease payments of $1,879 per month are discounted using an interest rate of 2.99%, which is the Company’s incremental borrowing rate in Canada. On October 4, 2022, through the acquisition of MiniChamp, the Company assumed a leased premise consisting of an office, production facility and warehouse and an associated lease liability fair value of $197,080 (the “MiniChamp Lease”). The lease term for the premise is until July 31, 2025, based on lease payments of €3,000 per month. Effective February 1, 2024, the monthly lease payments increased to €3,365 per month, with an annual increase of 2% beginning on January 1, 2025. As management has indicated that it has no intention to terminate the lease and expects to remain in the current location, the Company has adjusted its right-of-use assets and lease liability of the MiniChamp lease --- to account for the lease modification resulting from the reduced payments and the expected renewal of the lease, using an interest rate of 17%, which is the Company’s incremental borrowing rate in the Netherlands. As a result of the lease modification, increases of $94,460 and $88,311, were made to the right-of-use assets and lease liability balance, respectively, during the year ended March 31, 2025. For the three and nine months ended December 31, 2025, interest and accretion expense related to lease liabilities amounted to $11,043 and $36,707, respectively, (2024 – $6,715 and $26,088, respectively), which are included in interest expense on the condensed interim consolidated statements of loss and comprehensive loss. As at December 31, 2025, future minimum annual lease payments for premises and equipment are as follows: $ 2026 61,506 2027 64,972 2028 58,203 2029 69,858 2030 47,124 Total Lease Payments 301,663 12. Loans and Advances As of December 31, 2025, the Company had total recorded loans in the amount of $1,309,934 (March 31, 2025 – $1,127,884), comprised of: • A loan in the amount of $1,109,334 which is unsecured, non-interest bearing with no specific terms of repayment. $590,404 of the advances originated prior to the acquisition of AEM and the remaining balance of $342,380 represent funds deposited by the minority interest holders post-acquisition for the procurement of capital expenditures. This advance is owed to the minority interest holders of AEM to Red Light Holland Corp. • An additional loan in the amount of $200,000 from RBC received on June 7, 2024, with a maturity date of December 15, 2025. This loan requires interest only payments, bears an interest rate of 7.2% and is secured by a guaranteed investment certificate of $200,000. Subsequent to period-end, this loan with RBC was repaid. Red Light Holland Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 14 13. Non-Controlling Interest Happy Caps AEM Total $ $ $ Balance, March 31, 2024 (70,684) 262,791 192,107 Net loss attributable to non-controlling interest - (265,584) (265,584) Acquisition of non-controlling interest 70,684 - 70,684 Balance, March 31, 2025 - (2,793) (2,793) Net loss attributable to non-controlling interest - (72,820) (72,820) Balance, December 31, 2025 - (75,613) (75,613) On April 2, 2024, the Company acquired the remaining 20% interest in Happy Caps for consideration of $1. 14. Capital Stock (a) Share Capital The Company is authorized to issue an unlimited number of common shares without par value, and 2,000,000 voting, convertible, redeemable, preference shares. Details of shares issued and outstanding for the nine months ended December 31, 2025 and 2024 are as follows: (i) On May 17, 2024, the Company issued 957,853 common shares to the Minority Shareholders of AEM as a bonus. These common shares were valued at $52,682, based on the Company’s closing share price on the date of issuance, and the amount was recorded as share-based payments on the condensed interim consolidated statements of loss and comprehensive loss for the nine months ended December 31, 2024 (ii) On November 11, 2025, the Company issued 5,611,250 common shares to certain members of the Board, as consideration for a reduced cash compensation. These common shares were valued at $168,338, based on the Company’s closing share price on the date of issuance, --- and the amount was recorded as share-based payments on the condensed interim consolidated statements of loss and comprehensive loss for the nine months ended December 31, 2025. (iii) On November 18, 2025, the Company issued 3,250,719 common shares at a deemed price of $0.035 per share to certain third-party consultants pursuant to a shares-for-debt settlement to settle outstanding obligations of $113,775. These common shares were valued at $97,522, based on the Company’s closing share price on the date of issuance. As a result of the Debt Settlement, a loss on debt settlement of $84,602 and share-based payments of $8,571, respectively, were recorded on the condensed interim consolidated statements of loss and comprehensive loss for the nine months ended December 31, 2025. Common Shares Amount # $ Balance, March 31, 2024 393,785,080 42,439,190 Shares issued on conversion of debentures (Note 9) 1,666,666 100,000 Shares issued as financing costs (Note 9) 2,375,000 92,472 Shares issued on exercise of RSUs (Note 14(c)) 2,151,288 21,359 Shares to be issued on vested RSUs - 190,000 Shares issued for compensation (i) 957,853 52,682 Balance, December 31, 2024 400,935,887 42,895,703 # $ Balance, March 31, 2025 410,852,552 43,341,953 Shares issued on exercise of RSUs (Note 14(c)) 2,816,666 267,500 Shares issued as compensation replacement (ii) 5,611,250 176,909 Shares issued as debt settlement (iii) 3,250,719 88,950 Balance, December 31, 2025 422,531,187 43,875,312 Red Light Holland Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 15 14. Capital Stock (continued) (b) Stock Options The following summarizes the option activities for the nine months ended December 31, 2025 and 2024: 2025 2024 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price # $ # $ Outstanding, beginning of period 27,651,667 0.08 28,551,667 0.11 Granted 100,000 0.05 - - Cancelled - - (6,000,000) 0.16 Expired (300,000) 0.09 - - Expired (1,666,667) 0.06 - - Outstanding, end of period 25,785,000 0.08 22,951,667 0.10 On November 11, 2025, the Company granted 100,000 stock options to an officer. These options are exercisable at $0.05 per share and expire five years from the date of issuance. 50,000 of the options vest on or after the 12-month anniversary of grant, with the remainder to vest on or after the 24-month anniversary of grant. The following table summarizes information of stock options outstanding and exercisable as at December 31, 2025: Date of Expiry Number of Options Outstanding Number of Options Exercisable Exercise Price # # $ June 29, 2027 400,000 400,000 0.075 April 24, 2028 13,035,000 13,035,000 0.10 October 30, 2028 2,050,000 2,050,000 0.055 January 21, 2030 9,200,000 3,066,667 0.05 March 18, 2030 1,000,000 333,333 0.05 November 11, 2030 100,000 - 0.05 25,785,000 18,885,000 0.08 As at December 31, 2025, the weighted average remaining life of the outstanding stock options was 3.05 years (March 31, 2025 – 3.53 years). Of the outstanding options, 18,885,000 (March 31, 2025 – 16,535,000) were fully vested, exercisable, and had a weighted average remaining useful life of 2.67 years (March 31, 2025 – 3.10 years). For the three and nine months ended December 31, 2025, an amount of $44,209 and $327,577, respectively, has been recorded as share-based payments (2024 – $nil and $483,905, respectively) up --- on vesting of the stock options on the condensed interim consolidated statements of loss and comprehensive loss. (c) Restricted Share Units (“RSUs”) The following summarizes the RSUs activities for the nine months ended December 31, 2025 and 2024: Number of RSUs Amount # $ Balance, March 31, 2024 3,866,667 360,123 Vested (1,966,667) (216,983) Forfeited (500,000) (50,000) Balance, December 31, 2024 1,400,000 93,140 Red Light Holland Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 16 14. Capital Stock (continued) (c) Restricted Share Units (“RSUs”) (continued) Number of RSUs Amount # $ Balance, March 31, 2025 5,233,333 286,956 Granted 7,583,333 127,500 Share-based payments - 140,000 Vested (2,816,666) (267,500) Balance, December 31, 2025 10,000,000 286,956 On November 11, 2025, the Company granted 4,250,000 RSUs to certain officers and consultants. 1/3 of the RSUs vested immediately, 1/3 will vest on November 11, 2026, and the remainder vest on November 11, 2027. 1,416,666 common shares were issued upon the first tranches of RSUs which vested on grant. (d) Warrants The following summarizes the warrant activities for the nine months ended December 31, 2025 and 2024: 2025 2024 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price # $ # $ Outstanding, beginning of period 14,875,000 0.10 48,704,031 0.35 Issued (Note 9) - - 14,875,000 0.02 Expired - - (47,413,422) - Outstanding, end of period 14,875,000 0.10 16,165,609 0.10 The following table summarizes information of warrant outstanding as at December 31, 2025: Date of expiry Number of Warrants Outstanding Exercise Price Weighted- Average Remaining Life # $ Years April 8, 2026 14,875,000 0.10 0.27 14,875,000 0.10 0.27 (e) Loss per Share Data The effect of outstanding common share purchase options, RSUs, warrants and convertible debentures on the net loss for the three and nine months ended December 31, 2025 and 2024 presented is not reflected as to do so would be anti-dilutive. 15. Revenue Revenue recorded during the three and nine months ended December 31, 2025 and 2024 were as follows: Three Months ended December 31, Nine Months ended December 31, 2025 2024 2025 2024 $ $ $ $ Wholesale product sales 756,746 668,962 1,995,176 2,112,382 Wholesale mushroom sales 99,216 120,420 398,136 426,168 Mushroom grow kit sales 408,423 318,161 851,095 1,355,546 Retail sales 413 60,910 75,640 200,875 1,264,798 1,168,453 3,320,047 4,094,971 Red Light Holland Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 17 16. Capital Management The Company considers share capital and equity reserves as capital. The Company requires capital to fund existing and future operations and meet regulatory capital requirements. The Company’s policy is to maintain adequate levels of capital at all times. The Company considers its capital to be shareholders’ equity, which is comprised of share capital, reserves, accumulated other comprehensive income, and accumulated deficit. The Company’s objectives when managing capital are to: (i) provide financial capacity and flexibility in order to preserve its ability to meet its strategic objectives and financial obligations, and continue as a going concern; (ii) maintain a capital struct --- ure which allows the Company to respond to changes in economic and marketplace conditions and affords it the ability to participate in new investments; (iii) optimize the use of its capital to provide an appropriate investment return to its shareholders equal with the level of risk; and (iv) maintain a flexible capital structure which optimizes the cost of capital at acceptable levels of risk. The Company’s financial strategy is formulated and adapted according to market conditions in order to maintain a flexible capital structure that is consistent with its objectives and the risk characteristics of its underlying assets. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. The Company maintains or adjusts its capital level to enable it to meet its objectives by: (i) raising capital through the issuance of securities, and (ii) financing capital expenditure through leases. 17. Provisions, Commitments and Contingencies The Company is party to legal proceedings and other claims in the ordinary course of its operations. Litigation and other claims are subject to many uncertainties, and the outcome of individual matters is not predictable. Where management can estimate that there is a loss probable, a provision has been recorded in its consolidated financial statements, where proceedings are at a premature stage or the ultimate outcome is not determinable, then no provision is recorded. It is possible that the final resolution of these matters may require the Company to make expenditures over an extended period of time and in a range of amounts that cannot be reasonably estimated and may differ significantly from any amounts recorded in these consolidated financial statements. Should the Company be unsuccessful in its defense or settlement of one or more of these legal actions, there could be a materially adverse effect on the Company’s financial position, future expectations, and cash flows. 18. Financial Instruments and Risk Management The Company is exposed to various risks as it relates to financial instruments. Management, in conjunction with the Board, mitigates these risks by assessing, monitoring, and approving the Company’s risk management process. There have not been any changes in the nature of these risks or the process of managing these risks from the previous reporting periods. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest rates, currency or credit risks arising from its financial instruments. Price Risk The Company is exposed to price risk through its investments in publicly-traded and private marketable securities. A 10% change in the fair value of these marketable securities would impact the Company’s net loss for the nine months ended December 31, 2025 by approximately $131,000 (2024 – approximately $102,300). Cryptocurrency Risk The Company is exposed to risk with respect to cryptocurrency prices and valuations which are largely based on the supply and demand of cryptocurrencies and their acceptance in the financial market. A downturn in the cryptocurrency sector could result in a decrease in the fair value of the Company’s investments of ETFs. The Company manages this risk by regularly reviewing its investment portfolio and rebalances its holdings when needed. Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flow --- of a financial instrument will fluctuate because of changes in market interest rates. The Company’s convertible debentures have fixed interest rates and are carried at amortized costs. As at December 31, 2025, the Company had no hedging agreements in place with respect to floating interest rates. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. Red Light Holland Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 18 18. Financial Instruments and Risk Management (continued) Foreign Exchange Risk Foreign exchange risk is the risk that the market value of financial instruments and the associated revenues will fluctuate due to changes in exchange rates. The Company does not use derivatives to modify the foreign exchange risk. The Company holds minimal financial instruments in foreign currencies. The Company’s functional and reporting currency is the CAD. Foreign exchange risk arises from transactions denominated in currencies other than the CAD. The Company’s primary foreign exchange exposure is the Euro, being the local currency in the Netherlands where the Company’s subsidiaries RLH Netherlands, RLH Farms, SR Wholesale, MiniChamp and Wellness World Utrecht operate. The Company is exposed to currency risk through the assets and liabilities denominated in currencies other than the Canadian dollar. As at December 31, 2025, the Company had net assets and liabilities of $1,180,273 (March 31, 2025 – $2,065,436) which are denominated in currencies other than CAD. A 10% change in the value of net assets and liabilities that are denominated in currencies other than CAD as a result of changes in foreign exchange rates would change the Company’s net loss by approximately $118,000 (2024 – approximately $197,000). Liquidity Risk Liquidity risk is the risk that results from the Company’s potential inability to meet its financial obligations as they come due. The Company manages liquidity risk by reviewing the amount of cash available to ensure that it meets its current obligations. The following table summarizes the Company’s liabilities and potential due dates related to liquidity risk as at December 31, 2025: Total Contractual Payments Payments Due by Period < 1 Year 1-3 Years 4-5 Years $ $ $ $ Accounts payable and accrued liabilities 1,765,205 1,765,205 - - Loans and advances 1,309,334 1,309,334 - - Lease liabilities 413,120 101,161 178,890 133,069 3,487,659 3,175,700 178,890 133,069 The following table summarizes the Company’s accounts payable and accrued liabilities as at December 31, 2025: December 31, 2025 March 31, 2025 $ $ Accounts payable 895,911 626,045 Sales tax payable 645 - Professional fee accruals 426,905 301,372 Consulting and payroll accruals 112,137 145,502 Other accruals 329,607 293,748 1,765,205 1,366,667 Credit Risk Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, marketable securities, and accounts receivable. The Company has trade accounts receivable from cu --- stomers. The Company’s credit risk arises from the possibility that a counterpart which owes the Company money is unable or unwilling to meet its obligations in accordance with the terms and conditions in the contracts with the Company, which would result in a financial loss to the Company. These specific customers may be affected by economic factors and government and legal factors which may impact accounts receivable. Credit risk for accounts receivable is assessed on a case-by-case basis and a provision is recorded where required. As of December 31, 2025, the Company estimated the expected credit losses to be $26,199 (March 31, 2025 – $25,303). Red Light Holland Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 19 18. Financial Instruments and Risk Management (continued) Credit Risk (continued) The Company’s credit risk is primarily attributable to accounts receivable. The Company has no significant concentration of credit risk arising from operations. Cash and cash equivalents, and marketable securities are held with reputable financial institutions and additional cash held in trust with the Company’s legal counsel, from which management believes the risk of loss to be remote. Fair Value of Financial Assets and Financial Liabilities The fair values of the Company’s financial assets and financial liabilities approximate their carrying amounts due to their imminent or short-term maturity. Fair Value Hierarchy The fair value measurements use a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The level in the hierarchy within which the fair value measurement is categorized is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. The fair value hierarchy has the following levels: • Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1). • Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2). • Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3). For financial instruments that are recognized at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. Of the Company’s investments reported on the condensed interim consolidated statements of financial position as at December 31, 2025, Level 1 financial instruments are measured at fair value based on quoted prices from an active market, and Level 3 financial instruments are measured at fair value utilizing non-observable market inputs based on specific company information and general market conditions. Net changes in unrealized gains (loss) are recognized in profit and loss. Investments which are in Level 3 and become public issuers during the period are transferred to Level 1 or 2. Significant unobservable inputs used in the fair value measurement of Level 3 investments as at December 31, 2025 were: Description Fair value Valuation- technique / unobservable input Sensitivity to changes in si --- gnificant unobservable inputs Equity $584,909 Transaction price, indexing per industry benchmark / recent purchase price Additional recent financing activity Warrants $81,358 Black-Scholes valuation model / market prices, peer company volatility, risk-free interest rate 52% volatility For Level 3 investments valued based on recent financing activity, general market conditions and specific company information, the inputs used can be highly judgmental. A +/- 25% change on the fair value of this investment will result in an approximate change of $166,600 change in the total fair value of the investments as of December 31, 2025 (March 31, 2025 – change of approximately $194,700). While this illustrates the overall effect of changing the values of the unobservable inputs by a set percentage, the significance of the impact and the range of reasonably possible alternative assumptions may differ significantly between investments, given their different terms and circumstances. The sensitivity analysis is intended to reflect the uncertainty inherent in the valuation of these investments under current market conditions, and its results cannot be extrapolated due to non-linear effects that changes in valuation assumptions may have on the fair value of this investment. Furthermore, the analysis does not indicate the probability of such changes occurring and it does not necessarily represent the Company’s view of expected future changes in the fair value of this investment. Any management actions that may be taken to mitigate the inherent risks are not reflected in this analysis. Red Light Holland Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 20 18. Financial Instruments and Risk Management (continued) MISTERCAP Amendment On April 17, 2024, the Company and MISTERCAP’S entered into the Amended MISTERCAP IP Agreement, pursuant to which the parties agreed to pivot the direction for its line of MISTERCAP’S mushroom grow kits towards retail and distribution channels. The Amended MISTERCAP IP Agreement removed all guaranteed payments payable to MISTERCAP’s, including monthly marketing fees, such that the consideration from the Company to MISTERCAP’S would be in the sole form of royalty payments, being 15% for all sales under MISTERCAP’S, except for sales that originate from the MISTERCAP’S website which would be subject to a 20% royalty fee. Other terms in the Amended MISTERCAP IP Agreement included: (i) the extension of the original MISTERCAP IP Agreement to a term of 5 years, (ii) the Company paying MISTERCAP’S a one- time catch-up payment in the amount of US $125,000 owed by the Company, of which US $87,500 had been paid and with the balance due within 45 days from April 17, 2024, (iii) the forgiveness of any net amounts outstanding due to MISTERCAP’S, (iv) the removal of a marketing account; and (v) the removal of the issuance of Common Shares as part of any consideration payable by the Company. During the nine months ended December 31, 2024, the Company recognized a net contract termination cost of $9,959 under the Amended MISTERCAP IP Agreement as follows: $ Derecognition of accounts payable 186,984 Derecognition of accounts receivable (25,060) Gain on termination of contract 161,924 Contract termination fee (171,883) Net Contract Termination Cost (9,959) 19. Related Party Transactions and Balances In accordance with IAS --- 24 – Related Party Disclosures, key management personnel, including companies controlled by them, are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. The remuneration of directors and key executives is determined by the compensation committee of the Board. During the three and nine months ended December 31, 2025 and 2024, compensation, paid or payable, to persons and corporations in charge of the planning, direction and control of the Company, including executive and non-executive directors, is as follows: Three Months ended December 31, Nine Months ended December 31, 2025 2024 2025 2024 $ $ $ $ Salary 128,885 132,392 378,885 446,898 Consulting fees 70,000 126,499 234,520 394,822 Car allowances 4,800 4,800 14,400 14,400 Others - - - 6,000 203,685 263,691 627,805 862,120 During the three and nine months ended December 31, 2025, compensation of $128,885 and $378,885, respectively, (2024 – $132,392 and $446,898, respectively) comprised of salaries for certain officers and directors of the Company, is as follows: • Chief Executive Officer: $82,500 and $247,500, respectively (2024 – $82,500 and $247,500, respectively); • Former Chief Financial Officer (“CFO”): $nil and $nil (2024 – $nil and $55,916, respectively) 5; • VP of Sales: $46,385 and $121,385, respectively, (2024 – $44,892 and $119,892, respectively); • Former VP of Sales: $nil and $nil (2024 – $nil and $8,590, respectively); and • Non-executive director: $nil and $10,000, respectively, (2024 – $5,000 and $15,000, respectively). 5 The Company’s former CFO resigned on June 21, 2024. Red Light Holland Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 21 19. Related Party Transactions and Balances (continued) During the three and nine months ended December 31, 2025, compensation of $70,000 and $234,520, respectively, (2024 – $126,499 and $394,822, respectively) comprised of consulting fees for certain officers and directors, for services provided to the Company, is as follows: • Current CFO: $15,000 and $45,000, respectively, (2024 – $nil and $nil); and • Other officers and directors: $55,000 and $189,520, respectively, (2024 – $126,499 and $394,822, respectively). As at December 31, 2025, $145,207 (March 31, 2025 – $122,616) was due to related parties and included in accounts payable and accrued liabilities. 20. General and Administrative Expenses The Company’s G&A expenses for the three and nine months ended December 31, 2025 and 2024 were comprised of the following: Three Months ended December 31, Nine Months ended December 31, 2025 2024 2025 2024 $ $ $ $ Advertising and promotions 23,177 72,225 101,277 184,394 Amortization and depreciation 85,133 228,143 278,551 667,350 Consulting and management fees 137,404 173,447 417,547 561,837 Insurance 37,071 47,486 134,713 150,574 Investor and public relations 1,600 - 9,650 12,475 Legal, audit and other professional fees 189,524 208,258 713,546 855,302 Office and general 165,074 154,264 491,431 445,633 Payroll 484,927 378,402 1,345,812 1,152,353 Regulatory 13,316 34,228 39,311 84,923 Selling 61,365 126,991 154,825 263,389 1,198,591 1,423,444 3,686,663 4,378,230 21. Income Taxes Income taxes for the three and nine months ended December 31, 2025 and 2024 --- were comprised of the following: Three Months ended December 31, Nine Months ended December 31, 2025 2024 2025 2024 $ $ $ $ Current tax expense (recovery) - (4,968) (3,400) 21,607 Deferred tax recovery (28,605) (15,722) (87,891) (46,277) Total income tax recovery (28,605) (20,690) (91,291) (24,670) 22. Segment Information The Company’s results are reported by geographical business units that operate in different countries. The Company has identified its operating segment based on the financial information that is reviewed and used by executive management (collectively, the Chief Operating Decision Maker, or “CODM”) in assessing performance and in determining the allocation of resources. These segments reflect how the Company manages its business and how management classifies operations for planning and measuring performance. The CODM considered RLH Netherlands, SR Wholesale, RLH Farms, and MiniChamp as one operating segment (all reside in Netherland), Red Light Holland (Subco 1) Inc., Red Light Holland (Subco 2) Inc., AEM and Happy Caps as one operating segment (all reside in Canada), Radix and Red Light Acquisition as one operating segment (both reside in the United States). Red Light Holland Corp. Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) (Expressed in Canadian Dollars) For the Three and Nine Months ended December 31, 2025 and 2024 22 22. Segment Information (continued) The following tables present the total revenue and comprehensive loss by segment for the three and nine months ended December 31, 2025 and 2024: Three Months ended December 31, Nine Months ended December 31, Revenue 2025 2024 2025 2024 $ $ $ $ Netherlands 1,075,979 980,367 2,496,991 2,811,666 Canada 188,799 187,095 822,939 1,282,149 United States 20 991 117 1,156 1,264,798 1,168,453 3,320,047 4,094,971 Comprehensive loss 2025 2024 2025 2024 $ $ $ $ Canada 1,256,697 876,506 3,085,852 2,821,474 Netherlands 176,549 (708) 503,905 (89,935) United States - 22,493 4,211 42,721 (1,433,246) (898,291) (3,593,968) (2,774,260) The following tables present the assets and liabilities by segment as at December 31, 2025 and March 31, 2025: Total assets as at December 31, 2025 March 31, 2025 $ $ Canada 16,455,484 18,666,943 Netherlands 1,744,468 2,498,121 United States - 56,328 18,199,952 21,221,392 Total liabilities as at December 31, 2025 March 31, 2025 $ $ Canada 3,019,202 3,234,320 Netherlands 564,195 637,485 3,583,397 3,871,805 23. Reclassification of Comparative Figures For comparison purposes, the Company had reclassed and adjusted certain items on the condensed interim consolidated statements of loss and comprehensive loss and the condensed interim consolidated statements of cash flows to conform with certain audit adjustments recorded for the year ended March 31, 2025. 24. Subsequent Events Issuance of Common Shares On January 26, 2026, the Company issued 3,179,534 common shares upon exercise of previously granted RSUs. Expiry of Stock Options On January 27, 2026, 600,000 options exercisable at $0.055 per option and 100,000 options exercisable at $0.05 per option, respectively, expired unexercised. Purchase of Bitcoin ETFs Subsequent to December 31, 2025, the Company purchased additional ETFs for $99,924.