SEDAR Interim Financial Statements

DIAGNOS Inc. Interim Condensed Consolidated Financial Statements - Unaudited Three-month and Nine-month Periods ended December 31, 2025 Note to reader: These Interim Condensed Consolidated Financial Statements have not been reviewed by our auditor DIAGNOS Inc. Interim Consolidated Statements of Financial Position (amounts in Canadian dollars) 1 As at December 31, 2025 March 31, 2025 Note $ ASSETS Current Cash 394,926 88,722 Investments 3,004,994 3,146,656 Accounts receivable 5 137,292 170,444 Prepaid expenses 151,060 60,092 3,688,272 3,465,914 Non-current Capital assets 6 215,567 170,190 Total assets 3,903,839 3,636,104 LIABILITIES Current Accounts payable and accrued liabilities 7 520,069 331,321 Loans 146,413 146,413 Leases 109,322 94,206 Convertible debentures 8 1,334,223 2,545,017 2,110,027 3,116,957 Non-current Loans 186,057 201,958 Leases 111,841 84,079 297,898 286,037 Total liabilities 2,407,925 3,402,994 SHAREHOLDERS’ EQUITY Share capital 9 48,910,192 44,964,173 Reserve 10 10,817,170 10,129,647 Deficit (58,304,129) (54,933,391) Foreign exchange differences 72,681 72,681 1,495,914 233,110 Total liabilities and shareholders’ equity 3,903,839 3,636,104 The accompanying notes are an integral part of these interim condensed consolidated financial statements. (signed) André Larente Director DIAGNOS Inc. Interim Consolidated Statements of Loss and Comprehensive Loss (amounts in Canadian dollars) 2 Three-month period ended Nine-month period ended December 31, December 31, Note 2025 2024 2025 2024 $ $ Revenue 15,206 26,042 49,767 85,405 Expenses Cost of services and research and development 417,171 300,672 1,184,583 738,674 Selling and administrative 668,915 794,023 1,986,626 1,873,180 11 1,086,086 1,094,695 3,171,209 2,611,854 Loss before other income and interest expense (1,070,880) (1,068,653) (3,121,442) (2,526,449) Other income 12 3,658 6,452 74,788 22,194 Interest expense 13 (93,892) (151,037) (324,084) (444,971) Net loss and comprehensive loss (1,161,114) (1,213,238) (3,370,738) (2,949,226) Basic and diluted net loss per share (0.01) (0.01) (0.03) (0.03) Weighted-average number of common shares outstanding 117,398,721 93,726,774 107,440,555 84,711,855 The accompanying notes are an integral part of these interim condensed consolidated financial statements. DIAGNOS Inc. Interim Consolidated Statements of Changes in Equity (amounts in Canadian dollars) 3 Nine-month period ended December 31, 2025 Share capital Reserve Deficit Foreign exchange differences Total shareholders' (deficiency) equity $ Balance, beginning of period 44,964,173 10,129,647 (54,933,391) 72,681 233,110 Net loss - - (3,370,738) - (3,370,738) Issuance of common shares 4,951,238 - - - 4,951,238 Issuance of warrants (400,118) 506,496 - - 106,378 Conversion options - 2,217 - - 2,217 Issue expenses (605,101) (106,642) - - (711,743) Stock-based compensation expense - 285,452 - - 285,452 Balance, end of period 48,910,192 10,817,170 (58,304,129) 72,681 1,495,914 Nine-month period ended December 31, 2024 Share capital Reserve Deficit Foreign exchange differences Total shareholders' (deficiency) equity $ Balance, beginning of period 37,700,406 9,822,278 (50,646,942) 72,410 (3,051,848) Net loss - - (2,949,226) - (2,949,226) Issuance of common shares 5,441,098 (5,313) - - 5,435,785 Issuance of warrants - 14,100 - - 14,100 Issue expenses (99,185) - - - (99,185) Stock-based compensation expense - 173,168 - - 173,168 Balance, end of period 43,042,319 10,004,233 (53,596,168) 72,41 --- 0 (477,206) The accompanying notes are an integral part of these interim condensed consolidated financial statements. DIAGNOS Inc. Interim Consolidated Statements of Cash Flows (amounts in Canadian dollars) 4 Nine-month period ended December 31, 2025 2024 $ Cash flows from operating activities Net loss (3,370,738) (2,949,226) Items not affecting cash Depreciation of capital assets 101,606 96,944 Accretion on leases 11,564 16,997 Accretion on convertible debentures 134,897 198,953 Accretion on governmental loan 13,211 14,245 Governmental grant amortization (9,819) (9,819) Stock-based compensation expense 285,452 173,168 Gain on amendment to convertible debentures (23,817) - (2,857,644) (2,458,738) Net interest 154,253 221,528 Net change in operating working capital items 130,932 (159,432) (2,572,459) (2,396,642) Cash flows from investing activities Proceeds from disposal of short-term investments 3,100,000 750,000 Acquisition of short term investments (3,000,000) (3,500,000) Interest on investments 72,035 3,375 Additions to capital assets (8,403) (11,334) 163,632 (2,757,959) Cash flows from financing activities Issuance of common shares and stock warrants net of expenses 3,596,137 5,350,700 Issuance of convertible debentures, net of expenses 98,079 - Repayment of convertible debentures (665,000) - Lease payments (107,266) (100,468) Repayment of loans (19,293) (19,294) Amendment expenses (3,000) - Payment of interest (184,626) (224,903) 2,715,031 5,006,035 Net change in cash 306,204 (148,566) Cash, beginning of period 88,722 219,015 Cash, end of period 394,926 70,449 The accompanying notes are an integral part of these interim condensed consolidated financial statements. DIAGNOS Inc. Notes to Interim Consolidated Financial Statements December 31, 2025, March 31, 2025 and December 31, 2024 (amounts in Canadian dollars) 5 1. Going concern assumption These interim condensed consolidated financial statements have been prepared on a going concern basis, which assumes that the Corporation will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. However, there exist material uncertainties which cast significant doubt about the ability of the Corporation to continue as a going concern. To address these uncertainties, the Corporation is evaluating the implementation of some or all of the following measures: • Additional financing • Debt renegotiation • Mergers & Acquisitions opportunities The Corporation believes that if it were to be successful in implementing some or all of the above risk mitigating measures, it will be able to continue as a going concern. There remain significant risk and uncertainty associated with implementing any of these measures which are dependent on a number of factors of which some may be outside of the Corporation’s control. As at December 31, 2025, the Corporation is current in its payroll taxes remittances and is not in default with regards to its debt. 2. Statutes of incorporation and nature of activities DIAGNOS Inc. (“the Corporation”) is incorporated under the Canada Business Corporations Act and the subsidiaries under the applicable regulations in their respective countries. The main office is located at 7005 Taschereau Blvd, Suite 265, Brossard, Quebec, Canada. The shares of the Corporation are listed on the TSX Venture Exchange. The Corporation provides software-based services to assist health specialists in the d --- etection of certain eye-related pathologies. These interim condensed consolidated financial statements have been approved and authorized for filing by the Board of Directors of the Corporation on February 25, 2026. 3. Basis of consolidation, statement of compliance with IFRS accounting standards and summary of accounting policies Basis of consolidation These interim condensed consolidated financial statements include the accounts of the Corporation and those of its subsidiaries. Subsidiaries consist of entities over which the Corporation has right, or is exposed, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Subsidiaries' financial statements are included in the interim condensed consolidated financial statements from the date that control commences until the date that control ceases. Subsidiaries' year end and accounting policies are aligned with those adopted by the Corporation. Percentage of interest in the Corporation’s subsidiaries is as follows: Name of entity Location of entity Percentage of ownership Diagnos Internacional SA de CV Mexico 99.8% Diagnos Healthcare (India) Private Limited India 99.74% Inter-company transactions and balances and any unrealized revenue and expense are eliminated in preparing the interim condensed consolidated financial statements. DIAGNOS Inc. Notes to Interim Consolidated Financial Statements December 31, 2025, March 31, 2025 and December 31, 2024 (amounts in Canadian dollars) 6 3. Basis of consolidation, statement of compliance with IFRS accounting standards and summary of accounting policies (continued) Summary of material accounting policies These interim condensed consolidated financial statements were prepared in accordance with standard IAS 34 – Interim Financial Reporting and do not include all of the information required for a full set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS Accounting Standards”) accounting standards as issued by the International Accounting Standards Board. They, however, include specific complimentary notes in order to provide information necessary to assess the financial situation of the Corporation at period end since its last annual consolidated financial statements dated March 31, 2025. The accounting policies used to prepare these interim condensed consolidated financial statements are those described in the last annual consolidated financial statements of the Corporation and have been applied throughout the period unless otherwise stated. 4. Critical accounting judgments and key sources of estimation uncertainty In preparing these interim condensed consolidated financial statements, management has made judgments and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. The significant judgments made by management in applying the Corporation’s accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements dated March 31, 2025. 5. Accounts receivable As at, December 31, 2025 March 31, 2025 $ Customers 8,628 10,412 Tax credits on research and development expenses 45,000 73,843 Demand loan bearing annual interest rate of 4% 7,000 20,000 Advances, no interest bearing 17,692 17,983 Sales taxes 57,185 46,892 Others 1,78 --- 7 1,314 137,292 170,444 All amounts are due in the short term. The net carrying amounts are a reasonable approximation of their fair value. DIAGNOS Inc. Notes to Interim Consolidated Financial Statements December 31, 2025, March 31, 2025 and December 31, 2024 (amounts in Canadian dollars) 7 6. Capital assets The following table discloses a reconciliation of changes in capital assets for the nine-month period ended December 31, 2025: Office furniture and equipments Computer and Medical equipments Right-of-use assets Total $ Cost, beginning of period 59,918 1,196,465 524,719 1,781,102 Additions 656 7,747 138,580 146,983 Write offs - - (303,672) (303,672) Cost, end of period 60,574 1,204,212 359,627 1,624,413 Accumulated depreciation, beginning of period 59,918 1,183,363 367,631 1,610,912 Depreciation 656 9,490 91,460 101,606 Write offs - - (303,672) (303,672) Accumulated depreciation, end of period 60,574 1,192,853 155,419 1,408,846 Net carrying value at end of period - 11,359 204,208 215,567 During the quarter ended September 30, 2025, the Corporation signed a new lease for its head office for a term of 24 months ending August 31, 2027. As a result, an amount of $138,580 has been recognized as a right-of-use asset and was calculated based on the following assumptions: Maturity: 24 months Effective interest rate: 9.43% Monthly payments: $6,359 During the quarter ended September 30, 2025, one head office lease expired. As a result, an amount of $303,672 has been written off from Right-of-use assets. DIAGNOS Inc. Notes to Interim Consolidated Financial Statements December 31, 2025, March 31, 2025 and December 31, 2024 (amounts in Canadian dollars) 8 7. Accounts payable and accrued liabilities As at, December 31, 2025 March 31, 2025 $ Suppliers and accrued liabilities 329,508 173,190 Interests 41,929 62,144 Salaries and benefits 148,632 95,987 520,069 331,321 8. Convertible debentures As at, December 31, 2025 March 31, 2025 $ Unsecured convertible debentures 1,360,000 2,675,000 Fair value discount (23,863) (121,847) Issue expenses (1,914) (8,136) 1,334,223 2,545,017 The unsecured convertible debentures bear interest at 10% and mature at various dates between January 13, 2026 and September 5, 2026. They are convertible into common shares of the Corporation at the holder’s option at prices varying between $0.22 and $0.38 per common share. During the quarter ended September 30, 2025, as part of a private placement of units comprised of unsecured convertible debentures and stock warrants, the Corporation issued 10 unsecured convertible debentures (each a “Q2-Debenture”) and 100,000 stock warrants for gross proceeds of $100,000. The Q2-Debentures bear interest at an annual rate of 10% and will mature on September 5, 2026. At the sole option of the Q2-Debentures holder, the principal amount of the Q2-Debentures may be converted at any time into common shares of the Corporation at a price of $0.28 per common share. The stock warrants entitle the holder to purchase one common share of the Corporation per stock warrant at a price of $0.40 per common share for a period of 12 months ending on September 5, 2026. The fair value of the Q2-Debentures has been established at $95,970 using the discounted cash flows valuation method with the following assumptions: Maturity: 1 year Nominal interest rate: 10% Interest payment frequency: 2 per year Effective interest rate: 16.22% Of the difference of $4,030 between the nominal value of the Q2-Debentures, $100,00 --- 0, and the fair value of $95,970, an amount of $2,217 has been allocated to the conversion options and an amount of $1,813 has been allocated to the stock warrants prorated based on their respective fair values using the Black-Scholes option pricing model with the following assumptions: Expected life: 1 year Risk-free interest rate: 2.80% Volatility: 61% DIAGNOS Inc. Notes to Interim Consolidated Financial Statements December 31, 2025, March 31, 2025 and December 31, 2024 (amounts in Canadian dollars) 9 8. Convertible debentures (continued) During the quarter ended June 30, 2025, the Corporation amended the terms of unsecured convertible debentures (each, an “Q1- Amended Debenture”) for $300,000, which were due May 18, 2025. The Q1-Amended Debentures bear interest at an annual rate of 10% and will mature on May 18, 2026. At the sole option of the Q1-Amended Debenture holder, the principal amount of the Amended Debentures may be converted at any time during the extended term into common shares of the Corporation at a price of $0.37 per common share. The fair value of the Q1-Amended Debentures has been established at $276,183 using the discounted cash flows valuation method with the following assumptions: Maturity: 1 year Nominal interest rate: 10% Interest payment frequency: 2 per year Effective interest rate: 18.55% The difference of $23,817 between the nominal value of $300,000 and the fair value of $276,183 represents a gain on amendment to convertibles debentures and is presented as part of other income in the consolidated statements of loss and comprehensive loss. The following table presents a reconciliation of changes in convertible debentures: $ Balance, beginning of period 2,545,017 Gross proceeds from private placement 100,000 Repayments (665,000) Fair value discount (4,030) Accretion 125,831 Gain on amendment to convertible debentures (23,817) Issue expenses paid in cash (1,844) Amendment expenses (1,000) Amortization of issue expenses 9,066 Conversion into common shares (750,000) Balance, end of period 1,334,223 DIAGNOS Inc. Notes to Interim Consolidated Financial Statements December 31, 2025, March 31, 2025 and December 31, 2024 (amounts in Canadian dollars) 10 9. Share capital During the quarter ended December 31, 2025, the Corporation closed a brokered private placement of 13,337,262 units issued at $0.30 / unit, for gross proceeds of $4,001,179 (“Q3-Private placement”). As part of the Q3-Private placement, 13,337,262 common shares and 13,337,262 stock warrants were issued to the subscribers. Additionally, an aggregate number of 666,863 common shares and 1,180,111 stock warrants were issued to brokers as part of their remuneration. 14,004,125 stock warrants can be exercised to purchase one common share per stock warrant at a price of $0.40 per common share for a period of 18 months ending June 5, 2027. 513,248 stock warrants can be exercised to purchase one common share per stock warrant at a price of $0.40 per common share for a period of 18 months ending June 6, 2027. The fair value of the stock warrants issued to the subscribers has been established at $400,118 using the residual value method. The fair value of the stock warrants issued to the brokers has been established at $104,565 using the Black-Scholes option pricing model with the following weighted average assumptions: Expected life: 18 months Risk-free interest rate: 3.03% Volatility: 57.48% The following table presents a reconciliation of changes in share capit --- al. Number $ Balance, beginning of period 101,862,977 44,964,173 Private placement - subscribers 13,337,262 4,001,179 Fair value of stock warrants issued - (400,118) Private placement - agent 666,863 200,059 Issue expenses paid in cash - (405,042) Issue expenses paid in common shares - (200,059) Conversion of debentures, net of expenses 3,409,084 750,000 Balance, end of period 119,276,186 48,910,192 DIAGNOS Inc. Notes to Interim Consolidated Financial Statements December 31, 2025, March 31, 2025 and December 31, 2024 (amounts in Canadian dollars) 11 10. Reserve The following table presents a reconciliation of changes in reserve for the nine-month period ended December 31, 2025. Stock warrants Conversion options Stock options Total $ Balance, beginning of period 4,332,028 1,627,837 4,169,782 10,129,647 Stock-based compensation - - 285,452 285,452 Private placements - units 504,683 - - 504,683 Private placement - debentures 1,813 2,217 - 4,030 Issue expenses paid in cash - (77) - (77) Issue expenses paid in brokers' warrants (104,565) - - (104,565) Amendment expenses (2,000) - - (2,000) Balance, end of period 4,731,959 1,629,977 4,455,234 10,817,170 During the quarter ended December 31, 2025, the Corporation extended the exercise period of an aggregate number of 4,627,931 stock warrants to August 5, 2026. Of the 4,627,931 stock warrants, 1,125,000 would have expired on November 9, 2025 and 3,502,931 would have expired on December 5, 2025. The exercise price of the warrants remains at $0.40. Except for statutory fees of $1,000, the Corporation did not recognize any amount to reflect such extension. During the quarter ended September 30, 2025, the Corporation extended the exercise period of an aggregate number of 2,064,286 stock warrants to August 5, 2026. Of the 2,064,286 stock warrants, 1,414,286 would have expired on August 27, 2025 and 650,000 would have expired on September 22, 2025. The exercise price of the warrants remains at $0.40. Except for statutory fees of $1,000, the Corporation did not recognize any amount to reflect such extension. DIAGNOS Inc. Notes to Interim Consolidated Financial Statements December 31, 2025, March 31, 2025 and December 31, 2024 (amounts in Canadian dollars) 12 11. Expenses Three-month period ended December 31, Nine-month period ended December 31, 2025 2024 2025 2024 $ $ Audit - 420 33,868 63,473 Communications 10,105 7,613 26,704 23,845 Consulting fees 249,009 184,050 783,731 448,934 Depreciation and amortization 34,026 32,936 101,607 96,944 Equipment 1,770 2,322 4,678 6,325 Foreign exchange 6,291 (1,644) 9,790 (433) Insurance 6,816 17,158 20,374 52,568 Leasing 8,972 7,935 26,159 24,347 Legal fees - - 798 691 Marketing 37,569 19,691 55,453 43,820 Overhead 28,690 36,827 98,317 73,280 Remuneration 611,794 676,393 1,714,677 1,589,983 Stock-based compensation 99,243 111,849 285,452 173,168 Tax credits (22,000) (15,000) (52,000) (30,000) Travel and living 13,801 14,145 61,601 44,909 1,086,086 1,094,695 3,171,209 2,611,854 12. Other income Three-month period ended December 31, Nine-month period ended December 31, 2025 2024 2025 2024 $ $ Government loan program - Grant 3,249 3,249 9,819 9,819 Office sub-rent 3,000 3,000 9,000 9,000 Gain on amendment to convertible debentures - - 23,817 - Interest on investments (3,109) 203 30,373 3,375 Other 518 - 1,779 - 3,658 6,452 74,788 22,194 During the year ended March 31, 2025, the Corporation proceeded with the reclassification of interest revenue from interest expense --- to other income and renamed interest revenue to interest on investments. As a result, comparative balances for the three-month and the nine-month periods ended December 31, 2024 were also reclassified to reflect the updated classification. DIAGNOS Inc. Notes to Interim Consolidated Financial Statements December 31, 2025, March 31, 2025 and December 31, 2024 (amounts in Canadian dollars) 13 13. Interest expense Three-month period ended December 31, Nine-month period ended December 31, 2025 2024 2025 2024 $ $ Interest on debentures 80,675 137,863 288,433 402,851 Interest on loans 7,913 8,270 24,087 25,123 Interest on lease liabilities 5,304 4,904 11,564 16,997 93,892 151,037 324,084 444,971 14. Related party transactions The Corporation’s related parties include its subsidiaries as well as the Corporation’s key management personnel. Key management personnel include directors and officers. The following table presents the transactions with key management personnel: Three-month period ended December 31, Nine-month period ended December 31, 2025 2024 2025 2024 $ $ Base salary 177,692 154,978 353,540 423,403 Stock-based compensation 76,083 98,801 133,456 149,279 Incentives - 175,000 - 175,000 Demand loan repayment (4,655) - (8,003) - 249,120 428,779 478,993 747,682 The following table presents the outstanding balance with one key management personnel: As at, December 31, 2025 March 31, 2025 $ Demand loan receivable, annual interest rate of 4% 7,000 20,000 15. Risk management As at December 31, 2025, the Corporation continues to be exposed to the liquidity risk mainly since it is not generating positive cash flows from its operations. Therefore, there still exists a risk that the Corporation cannot meet its obligations as they come due. Until the Corporation can achieve and maintain profitable operations, the available liquidity to meet near term obligations remains dependent on the Corporation's ability in securing additional financing. Refer to going concern assumptions in note 1. DIAGNOS Inc. Head Office 7005 Taschereau Blvd Suite 265 Brossard, Quebec J4Z 1A7 450 678-8882 or 877 678-8882 Stock Exchange Listings TSX Venture Exchange: ADK OTCQB: DGNOF FWB: 4D4A Transfer Agent and Registrar Computershare Trust Company of Canada