SEDAR Interim Financial Statements

130 Adelaide Street West Suite 2310 Toronto, ON M5H 3P5 +1 (416) 920-7702 THE CALDWELL PARTNERS INTERNATIONAL INC. Consolidated Interim Financial Statements First Quarters Ended November 30, 2025 and 2024 (unaudited) Caldwell – Consolidated Interim Financial Statements NOTICE OF NO AUDITOR REVIEW OF CONSOLIDATED INTERIM FINANCIAL STATEMENTS Section 4.3(3)(a) of National Instrument 51-102, Continuous Disclosure Obligations, provides that if an auditor has not performed a review of the consolidated interim financial statements, the consolidated interim financial statements must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The Company's external auditors, Ernst & Young LLP, have not performed a review of these consolidated interim financial statements of The Caldwell Partners International Inc. (the Company). /s/ “C. Christopher Beck” /s/ “Shreya Lathia” C. Christopher Beck Shreya Lathia PRESIDENT AND CHIEF EXECUTIVE OFFICER VP AND CHIEF FINANCIAL OFFICER January 7, 2026 Caldwell – Consolidated Interim Financial Statements THE CALDWELL PARTNERS INTERNATIONAL INC. CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION (unaudited - $000s Canadian) As at November 30, 2025 As at August 31, 2025 Assets Current Assets Cash and cash equivalents 9,554 16,436 Term Deposits 8,387 4,123 Accounts receivable 17,576 18,637 Income taxes receivable - 159 Unbilled revenue (note 10) 9,655 9,248 Finance lease receivable (note 8) 433 323 Prepaid expenses and other assets (note 14) 3,829 3,568 49,434 52,494 Non-current assets Prepaid expenses and other assets 314 312 Investments (note 4) 1,594 1,601 Advances 1,453 1,028 Deferred income taxes 6,349 6,624 Property and equipment 1,655 1,131 Right-of-use assets (note 8) 4,377 4,623 Finance lease receivable (note 8) 1,460 1,562 Intangible assets 21 34 Goodwill 11,519 11,357 Total Assets 78,176 80,766 Liabilities Current liabilities Accounts payable 3,899 3,263 Dividend payable (note 13) 295 74 Deferred Revenue (note 10) 1,607 3,846 Income taxes payable 39 - Compensation payable (note 7) 28,997 30,771 Lease liability (note 8) 1,785 1,731 36,622 39,685 Non-Current liabilities Compensation payable (note 7) 874 671 Lease liability (note 8) 5,119 5,438 42,615 45,794 Equity attributable to owners of the Company Share capital 15,339 15,346 Contributed surplus 15,768 15,770 Treasury shares (note 13) (4) (2) Accumulated other comprehensive income 2,513 2,201 Retained Earnings 1,945 1,657 Total equity 35,561 34,972 Total liabilities and equity 78,176 80,766 The accompanying notes are an integral part of these consolidated interim financial statements. Signed on behalf of the Board: /s/ “Rosemary Zigrossi” /s/ “John Wallace” Rosemary Zigrossi John Wallace Chair, Audit Committee Chair, Board of Directors Caldwell – Consolidated Interim Financial Statements THE CALDWELL PARTNERS INTERNATIONAL INC. CONSOLIDATED INTERIM STATEMENTS OF EARNINGS (unaudited $000s Canadian, except per share amounts) Three months ended November 30, 2025 November 30, 2024 Revenues Professional fees (note 9) 29,051 21,155 Direct expense reimbursements (note 5) 230 205 29,281 21,360 Cost of sales expenses Cost of sales (note 5) 23,140 16,943 Reimbursed direct expenses (note 5) 230 205 23,370 17,148 Gross Profit 5,911 4,212 Selling, general and administrative (notes 5 and 6) 5,055 4,193 5,055 4,193 Operating Profit 856 19 Finance expense (income) Interest expense on lease liability (note 8) 111 10 --- 1 Investment and other income (note 4) (133) (121) Foreign exchange gain (234) (466) Earnings before income tax 1,112 505 Income tax expense (note 11) 529 40 Net earnings for the period attributable to owners of the Company 583 465 Earnings per share (note 12) Basic and diluted $0.020 $0.016 CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE EARNINGS (unaudited - in $000s Canadian) Three months ended November 30, 2025 November 30, 2024 Net earnings for the period 583 465 Other comprehensive income (loss): Items that may be reclassified subsequently to net earnings Gain on marketable securities (note 4) - 1 Cumulative translation adjustment 312 619 Comprehensive earnings for the period attributable to owners of the company 895 1,085 The accompanying notes are an integral part of these consolidated interim financial statements. Caldwell – Consolidated Interim Financial Statements THE CALDWELL PARTNERS INTERNATIONAL INC. CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY (unaudited - in $000s Canadian) Accumulated Other Comprehensive Income (Loss) Retained Earnings (Deficit) Share Capital Contributed Surplus Treasury Shares Cumulative Translation Adjustment (Loss)Gain on Marketable Securities Total Equity Balance - August 31, 2024 (609) 15,392 15,541 - 1,806 (4) 32,126 Net earnings for the three months ended November 30, 2024 465 - - - - - 465 Share-based payment expense (note 13) - - 65 - - - 65 Dividend payments declared (note 13) (73) - - - - - (73) Gain on marketable securities available for sale (note 4) - - - - - 1 1 Change in cumulative translation adjustment - - - - 619 - 619 Balance – November 30, 2024 (217) 15,392 15,606 - 2,425 (3) 33,203 Balance - August 31, 2025 1,657 15,346 15,770 (2) 2,206 (5) 34,972 Net earnings for the three months ended November 30, 2025 583 - - - - - 583 Dividend payments declared (note 13) (295) - - - - - (295) Shares cancelled (note 13) - (7) (2) 2 - - (7) Treasury shares (note 13) - - - (4) - - (4) Change in cumulative translation adjustment - - - - 312 - 312 Balance – November 30, 2025 1,945 15,339 15,768 (4) 2,518 (5) 35,561 The accompanying notes are an integral part of these consolidated interim financial statements. Caldwell – Consolidated Interim Financial Statements THE CALDWELL PARTNERS INTERNATIONAL INC. CONSOLIDATED INTERIM STATEMENTS OF CASH FLOW (unaudited - in $000s Canadian) Three months ended November 30, 2025 November 30, 2024 Cash flow provided by (used in) Operating activities Net earnings for the period 583 465 Add (deduct) items not affecting cash: Depreciation of property and equipment (notes 5 and 15) 99 106 Depreciation of right-of-use assets (note 15) 290 327 Amortization of intangible assets (note 5) 14 14 Amortization of advances 213 154 Interest expense on lease liabilities (note 8) 111 101 Interest income related to finance lease receivable (note 8) (8) - Share based payment expense (note 13) - 65 Gain on unrealized foreign exchange on subsidiary loans (58) (311) Losses related to equity accounted associate (note 4) 34 28 Changes in working capital (note 14) (1,918) (7,122) Net cash used in operating activities (640) (6,173) Investing activities Purchase of property and equipment (610) (46) Payment of advances (896) (240) Repayment of advances - 859 Purchase of term deposits (4,237) - Net cash (used in) generated from investing activities (5,743) 573 Financing activities Payment of lease liabilities (note 8) (427) (432) Payment of dividends (74) - Purchase of treasury share --- s (note 13) (11) - Net cash used in financing activities (512) (432) Effect of exchange rate changes on cash and cash equivalents 13 119 Net decrease in cash and cash equivalents (6,882) (5,913) Cash and cash equivalents, beginning of year 16,436 19,634 Cash and cash equivalents, end of period 9,554 13,721 The accompanying notes are an integral part of these consolidated interim financial statements. Caldwell – Consolidated Interim Financial Statements THE CALDWELL PARTNERS INTERNATIONAL INC. NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE FIRST QUARTERS ENDED NOVEMBER 30, 2025 AND 2024 (in $000s Canadian unless otherwise stated, except per share amounts) 1. General Information The Caldwell Partners International Inc. (the “Company”) is a technology-powered talent acquisition firm specializing in recruitment at all levels. Through two distinct brands – Caldwell and IQTalent – the firm leverages the latest innovations in AI to offer an integrated spectrum of services delivered by teams with deep knowledge in their respective areas. Services include candidate research and sourcing through to full recruitment at the professional, executive and board levels, as well as a suite of talent strategy and assessment tools that can help clients hire the right people, then manage and inspire them to achieve maximum business results. The Company was incorporated by articles of incorporation under the Business Corporations Act (Ontario) on August 22, 1979 and is listed on the Toronto Stock Exchange (symbol: CWL). The shares also trade on the OTCQX Market in the United States (OTCQX: CWLPF). The Company’s head office is located at 130 Adelaide Street West, Suite 2310, Toronto, Ontario. The Company operates in Canada, the United States, the Middle East and Europe. 2. Basis of Presentation These consolidated interim financial statements include the assets and liabilities and results of operations of the Company and its wholly owned subsidiaries. In the United States, the subsidiaries are The Caldwell Partners International Ltd. and IQTalent Partners, Inc. In the United Kingdom (“UK”), the subsidiary is The Caldwell Partners International Europe, Ltd. Effective September 23, 2025, the Company, through Caldwell Europe, incorporated a new entity in the Dubai International Financial Centre to conduct business in UAE. Pursuant to this, a physical office was established in Dubai, UAE. These consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, and should be read in conjunction with the annual consolidated financial statements for the year ended August 31, 2025, which have been prepared in accordance with the IFRS Accounting Standards. The Board of Directors approved these consolidated interim financial statements for issue effective January 7, 2026. 3. Summary of Material Accounting Policies, Judgments and Estimation Uncertainty The accounting policies used in the preparation of these consolidated interim financial statements are consistent with those of the previous fiscal year. Accounting standards issued but not yet applied Presentation and disclosure in financial statements (IFRS 18) IFRS 18 was issued in April 2024 and applies to an annual reporting period beginning on or after 1 January 2027. The objective of IFRS 18 is to set out requirements for the presentation and Caldwell – Consolidated Interim Financial Statements disclosure of information in general purpose financial statem --- ents to help ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and expenses. IFRS 18 promotes a more structured income statement. In particular, it introduces a newly defined ‘operating profit’ subtotal and a requirement for all income and expenses to be classified into three new distinct categories, namely operating, investing and financing, based on a company’s main business activities. Companies often use ‘non-GAAP’ information to explain their financial performance because it allows them to tell their own story and provides investors with useful insight into a company’s performance. IFRS 18 requires some of these ‘non-GAAP’ measures to be reported in the financial statements. To provide investors with better insight into financial performance, the new standard includes enhanced guidance on how companies group information in the financial statements. This includes guidance on whether material information is included in the primary financial statements or is further disaggregated in the notes. The Company intends to adopt these amendments in its consolidated financial statements for the annual period beginning September 1, 2027. The Company is assessing the impact of this standard on its reporting. 4. Investments and equity-accounted associates The Company’s investments comprise various investments whose gains and losses are recorded as either fair value through OCI or fair value through profit or loss, and equity-accounted investments. Investment and other income: Three months ended November 30 2025 2024 Net loss on investment in associate (34) (28) Interest Income on term deposits 167 149 Investment and other income 133 121 Investment In Associate On March 1, 2023, the Company announced the spin-off of its software business from its IQTalent business segment. IQTalent contributed its proprietary software and its dedicated product and development team into a newly formed entity, IQRecruit, Inc. (“IQRecruit”) in exchange for approximately 41.9% of the new entity. IQRecruit is currently conducting business under the brand name “HootRecruit”. Throughout the year, IQRecruit issued additional equity to its employees as well as outside investors in which the Company did not participate. As a result, its ownership was diluted to 21.6% as at November 30, 2025. While the Company owns 21.6% of the economic interest in IQRecruit Inc., its voting rights are limited to 20.0% in accordance with the shareholder agreement. As a result, the Company has concluded that it has significant influence over this investment, and accounts for it using the equity method. As required by the equity method of accounting, the carrying amount of the equity investment has been adjusted to reflect the Company’s share of IQRecruit’s loss. IQTalent was a user and client of the IQRecruit platform through a licensing arrangement that management believes approximated an arm’s length client. This arrangement ended in March 2025. Caldwell – Consolidated Interim Financial Statements As at November 30, 2025, the value of this equity investment was $795 (August 31, 2025: $816). The Company’s share of IQRecruit’s net losses, including any dilution losses or gains, was $34 for the three months ended November 30, 2025 ($28 for the three months ended November 30, 2024). Convertible Promissory Note Receivable On November 23, 2021, the Company invested $500 USD ($699 CAD at November 30, 2025 and $687 CAD at August 31, --- 2025) in Skyminyr, Inc. doing business as HelloSky (“HelloSky”), an early- stage company with an artificial intelligence software platform designed to deliver the power of human capital intelligence through a combination of behavioural analytics, sector mapping, and relationship intelligence. The Company is also working with HelloSky as a client, leveraging its candidate search capabilities into search processes at both IQTalent and Caldwell. The investment is in the form of a convertible promissory note receivable (the “Note”) accruing interest at 5% per annum. The Note and any accrued interest are convertible into shares of common stock of HelloSky upon certain events such as a change of control or a public offering of its common shares. At the date of investment, the Note’s conversion option represented a 4% equity stake in HelloSky. The Note is also convertible at any time at the Company’s option. Additionally, the outstanding principal and unpaid accrued interest on the Notes became due and payable upon demand beginning November 15, 2023, at the election of a majority of Noteholders who invested at the same time as the Company. As at November 30, 2025, no such election had been made. The Note is classified as fair value through profit or loss. For the quarter ended November 30, 2025, gains or losses related to the Note were $nil (quarter ended November 30, 2024: $nil). Interest Income We currently invest cash balances in highly liquid cash equivalent investments including term deposits, certificates of deposit and cash savings accounts. These investments are presented as part of cash and cash equivalents on the consolidated interim statement of financial position and generate interest income. For the quarter ended November 30, 2025, investment income included $167 interest on term deposits (quarter ended November 30, 2024: $149). Fair value through OCI: Marketable Securities The Company's marketable securities include equity securities obtained through search fees being paid partially in equity of the client, which are held for long-term investment until there is a market for sale. All are classified as fair value through other comprehensive income. Client equity investments were $100 as of November 30, 2025 (August 31, 2025: $98). For the quarter ended November 30, 2025, net unrealized losses on marketable securities of $nil (quarter ending November 30, 2024: unrealized gain of $1) was recognized as part of other comprehensive income. Caldwell – Consolidated Interim Financial Statements 5. Nature of Expenses The details of the nature of expenses in arriving at operating profit is as follows: Three months ended November 30 2025 2024 Compensation costs 24,385 18,451 Occupancy costs, including ROU asset depreciation 1,201 1,047 Sales and marketing 642 215 Search execution materials 636 618 Partner recruitment expenses 308 107 Audit, insurance and investor relations 296 193 Legal and consulting 247 69 Reimbursed direct expenses 230 205 Depreciation of property and equipment 99 106 Amortization of intangible assets 14 14 Other 367 316 Total 28,425 21,341 6. Compensation of Key Management Key management includes the Board of Directors and four officers of the Company. Three months ended November 30 2025 2024 Salaries, bonuses and short-term benefits 543 791 Share-based compensation expense 254 197 797 988 7. Compensation Payable The Company maintains certain incentive plans designed to align compensation with performance. This includes --- commissions and bonuses for search delivery and support personnel. Such amounts are paid at various points during the year and are short-term in nature. Compensation payable consisted of the following: Current compensation payable As at November 30, 2025 August 31, 2025 Salaries, commissions and bonuses 28,729 30,554 Performance Stock Units 268 217 28,997 30,771 Caldwell – Consolidated Interim Financial Statements Non-current compensation payable As at November 30, 2025 August 31, 2025 Deferred Stock Units 393 322 Performance Stock Units 481 349 874 671 Share-based compensation plans Performance stock units (PSUs) A discussion of the PSU plan including its grant components and their terms is set forth in the summary of material accounting policies of the consolidated annual financial statements. The estimated cost of the PSU plan is being amortized on a straight-line basis over the three-year vesting period. The performance factor for the PSU grants is currently estimated at an average of 87% for the three months ended November 30, 2025 (November 30, 2024: 79%). PSU expense of $183 has been recorded for the three months ended November 30, 2025 (November 30, 2024: expense of $109) within general and administrative expenses in the consolidated interim statements of earnings. A summary of the Company’s PSU plan is presented below: Three months ended November 30 2025 2024 Notional units (000s) Notional units (000s Outstanding at beginning of period 1,589 1,170 Dividends 19 3 Outstanding at end of first quarter 1,608 1,173 Deferred stock units (DSUs) A discussion of the DSU plan including its grant components and their terms is set forth in the summary of material accounting policies in the consolidated annual financial statements. For the three months ended November 30, 2025, DSU expense of $72 was recorded (November 30, 2024: expense of $23) within general and administrative expenses in the consolidated interim statements of earnings. Caldwell – Consolidated Interim Financial Statements A summary of the Company’s DSU plan is presented below: Three months ended November 30 2025 2024 Notional units (000s) Notional units (000s Outstanding at beginning of period 462 304 Dividends - 2 Outstanding at end of first quarter 462 306 8. Leases (i) Right-of-Use (“ROU”) Assets A summary of the Company’s right-of-use assets is below: Three months ended November 30 2025 2024 Opening net book value 4,623 5,406 Foreign exchange 44 107 Depreciation (290) (327) Total 4,377 5,186 As at November 30, 2025 August 31, 2025 Cost 7,944 7,900 Accumulated amortization (3,567) (3,277) 4,377 4,623 In May 2025, the Company finalized the sublease of its Toronto office for the remainder of the head lease term. The sublease was classified as a finance sublease. For the quarter ended 30 November 2025, sublease interest of $8 is capitalized as part of the finance lease receivable (31 August, 2025: $2). Finance lease receivable As at November 30, 2025 August 31, 2025 Current portion 433 323 Non-Current portion 1,460 1,562 1,893 1,885 Caldwell – Consolidated Interim Financial Statements (ii) Lease Liability A summary of the Company’s lease liability is below: Three months ended November 30 2025 2024 Outstanding at beginning of period 7,169 6,502 Lease payments (427) (432) Foreign exchange 51 121 Interest and accretion expense 111 101 Outstanding at end of period 6,904 6,292 As at November 30, 2025 August 31, 2025 Current portion 1,785 1,731 Non-Current portion 5,119 5,438 Tot --- al lease liabilities 6,904 7,169 9. Professional Fees In certain cases, provisions against certain accounts receivable are recorded for client concession reasons. It is often difficult to distinguish provisions between client concessions and credit concerns. Provision amounts are therefore aggregated and applied against professional fees. Included within professional fees for the three months ended November 30, 2025 is an expense of $425 related to provisions (November 30, 2024: expense of $127). 10. Unbilled Revenue and Deferred Revenue As at November 30, 2025 aggregate amounts billed to clients were less than the calculated revenue to be recognized. As a result, the Company had a net unbilled revenue asset of $8,048 (August 31, 2025: $5,402) and a related increase to compensation payable of $4,024 (August 31, 2025: $2,701). A summary of the gross unbilled and deferred revenue amounts is below: As at November 30, 2025 August 31, 2025 Unbilled revenue 9,655 9,248 Deferred revenue (1,607) (3,846) 8,048 5,402 Caldwell – Consolidated Interim Financial Statements 11. Income Taxes Income tax expense is based on domestic and international statutory income tax rates in the jurisdictions in which the Company operates and generally ranges from 26% to 30% of taxable income including federal and state obligations. These rates are then adjusted into effective tax rates based on management’s estimate of the weighted average annual income tax rate expected for the full fiscal year in each jurisdiction considering income earned in each jurisdiction and available utilization of any unrecorded deferred tax assets. Income tax expense effectively represents the tax on the Company’s US and Canadian operations, without the tax benefits of any current period UK losses given the uncertainty of utilizing these losses against future taxable income. In periods when the UK is profitable, the Company will not need to recognize tax expense until its historical tax loss carryforwards have been fully utilized, or until the Company recognizes UK deferred tax assets, provided that sustainable taxable income in the UK can be demonstrated. Therefore, in periods when the UK generates profit, the Company incurs lower than expected taxes based on statutory tax rates. Conversely, in periods where the UK generates a loss, the Company incurs higher than expected taxes based on statutory tax rates. Corporate tax rates in the UAE range from 0% to 9%. Currently, we qualify for the 0% tax rate. No deferred tax assets have been recorded on these non-taxable losses related to the UAE. The effective income tax rate for the three months ended November 30, 2025 was 47.6% (November 30, 2024: 7.9%). 12. Earnings Per Share (i) Basic Basic earnings per share are calculated by dividing the net earnings attributable to owners of the Company by the weighted average number of common shares outstanding during the years. Three months ended November 30 2025 2024 Net earnings for the period attributable to owners of the Company $583 $465 Weighted average number of common shares outstanding 29,457,947 29,558,932 Basic earnings per share $0.020 $0.016 (ii) Diluted Diluted earnings per share are calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares. A calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average market price of the Company’s outstandin --- g shares for the year), based on the exercise prices attached to the stock options currently outstanding. The number of shares calculated above is compared with the number of shares that would have been issued assuming exercise of the stock options. Caldwell – Consolidated Interim Financial Statements Three months ended November 30 2025 2024 Net earnings for the period attributable to owners of the Company $583 $465 Weighted average number of common shares outstanding 29,457,947 29,558,932 Adjustment for stock options 16,360 128,017 Weighted average number of common shares for diluted earnings per share 29,474,307 29,686,949 Diluted earnings per share $0.020 $0.016 For the three months ended November 30, 2025, no currently exercisable stock options were excluded for being anti-dilutive (November 30, 2024: nil). 13. Capital Stock Common shares As at November 30, 2025, the authorized share capital of the Company consists of an unlimited number of Common Shares of which 29,454,332 are issued and outstanding (August 31, 2025: 29,470,832). This includes 6,400 treasury shares purchased in the quarter and subsequently cancelled in December 2025. The holders of Common Shares are entitled to share equally, share for share, in all dividends declared by the Company and equally in the event of a liquidation, dissolution or winding-up of the Company or other distribution of the assets among shareholders. On January 27, 2025, the Company announced that the Toronto Stock Exchange the (“TSX”) had accepted the notice (the “Notice”) of our intention to commence a normal course issuer bid (the “Bid”) to purchase for cancellation up to 2,370,191 common shares in the capital of the Company in total, being 10% of the public float of 23,701,905 Common Shares as at January 15, 2025, to be transacted through the facilities of the TSX or through a Canadian alternative trading system, at prevailing market prices or as otherwise permitted. In accordance with the rules of the TSX, unless an applicable exemption can be relied on, the total number of Common Shares the Company is permitted to purchase is subject to a daily purchase limit of 2,300 Common Shares, representing 25% of the average daily trading volume of Common Shares on the TSX calculated for the six-month period ended December 31, 2024, being approximately 9,201 Common Shares. The actual number of Common Shares that may be purchased pursuant to the Bid will be determined by management and the Board of Directors of the Company. The Bid commenced on January 29, 2025 and will terminate on January 28, 2026, or such earlier time as the Bid is completed or terminated at the option of the Company. As of November 30, 2025, the Company has not exercised this option. 19,600 common shares were purchased during the first quarter ended November 30, 2025 at an average price of $0.71 for a total amount of $14. Of these, 13,200 shares were cancelled within the same quarter, the remaining 6,400 shares purchased in the quarter were subsequently cancelled in December 2025. Additionally, 3,300 shares purchased in the fourth quarter of fiscal year 2025 were also cancelled during the first quarter ended November 30, 2025. A copy of the Notice filed with the TSX in connection with the Bid can be obtained from the Company upon request without charge. Caldwell – Consolidated Interim Financial Statements On January 7, 2026, the Board of Directors declared a dividend of $0.01 per Common Share (one cent per Common Share), payable t --- o holders of Common Shares of record on January 16, 2026, to be paid on March 13, 2026.The dividend payable of $295 has been accrued in the Company’s consolidated interim financial statements as at November 30, 2025. Stock options Stock options are granted periodically to directors, officers, employees and contractors of the Company. Cash received on exercise of options for common shares is credited to capital stock. No stock options were issued in 2025. Total outstanding stock options are summarized as follows: November 30, 2025 August 31, 2025 Number of Weighted Number of Weighted options average options average outstanding (000s) exercise price outstanding (000s) exercise price Outstanding at end of period 1,365 $1.37 1,365 $1.37 Exercisable at end of period 1,365 1,365 Options have an exercise price equal to the fair value of the common shares on the date of issuance. Stock option expense of $nil has been recorded for the three months ended November 30, 2025 (November 30, 2024: $65) 14. Working Capital, Prepaid Expense and Other Assets Changes in working capital balances on the consolidated interim statements of cash flow, net of the related currency translation impacts, are summarized as follows: Three months ended November 30 2025 2024 Decrease (increase) in accounts receivable 1,061 (1,350) Decrease (increase) in income taxes receivable 198 (73) Increase in unbilled revenue, net of deferred revenue (2,646) (416) (Increase) decrease in prepaid expenses and other assets (263) 646 Decrease (increase) in deferred tax assets 275 (396) Increase (decrease) in accounts payable 636 (459) Decrease in compensation payable (1,571) (4,840) Foreign exchange and other 392 (234) (1,918) (7,122) Caldwell – Consolidated Interim Financial Statements Current assets include prepaid expenses and other assets, detailed below: As at November 30, 2025 August 31, 2025 IRS refund related to ERTC 664 664 Advances and other 1,573 1,541 Other prepaid assets 1,592 1,363 3,829 3,568 In May 2025, notice was received from the US tax authorities that they had approved the Company for a refund of $575 related to Employee Retention Tax Credits (ERTC), a refundable tax credit established under the CARES Act (Coronavirus Aid, Relief, and Economic Security Act) in response to the COVID-19 pandemic. As at 30 November, 2025, the related receivable of $664 which includes interest income of $89 is presented in Prepaid and other assets on the balance sheet. 15. Segmented Information The following provides a reconciliation of the Company’s consolidated interim statements of earnings by business unit segment to the consolidated results Three months ended November 30, 2025 Caldwell IQTalent Elimination Total Professional fees 26,074 3,025 (48) 29,051 Direct expense reimbursements 230 - - 230 Revenues 26,304 3,025 (48) 29,281 Cost of sales 20,918 2,270 (48) 23,140 Reimbursed direct expenses 230 - - 230 Gross profit 5,156 755 - 5,911 Gross profit as a % of professional fees 19.8% 25.0% 20.3% Selling, general and administrative 4,561 494 - 5,055 Operating profit 595 261 - 856 Interest expense on lease liability 111 - - 111 Investment and other (income) expense (585) 452 - (133) Foreign exchange gain (234) - - (234) Earnings (loss) before tax 1,303 (191) - 1,112 Income tax expense (recovery) 567 (38) - 529 Net earnings (loss) for the period 736 (153) - 583 Caldwell – Consolidated Interim Financial Statements Three months ended November 30, 2024 Caldwell IQTalent Total Professional --- fees 18,389 2,766 21,155 Direct expense reimbursements 205 - 205 Revenues 18,594 2,766 21,360 Cost of sales 14,766 2,177 16,943 Reimbursed direct expenses 205 - 205 Gross profit 3,623 589 4,212 Gross profit as a % of professional fees 19.7% 21.3% 19.9% Selling, general and administrative 3,449 744 4,193 Operating profit (loss) 174 (155) 19 Interest expense on lease liability 101 - 101 Investment (income) expense (548) 427 (121) Foreign exchange gain (466) - (466) Earnings (loss) before tax 1,087 (582) 505 Income tax expense (benefit) 194 (154) 40 Net earnings (loss) for the period 893 (428) 465 The Company has consolidated operations generating business in the United States, Canada and EMEA (Europe/Middle East/Africa). The following provides a reconciliation of the Company’s professional fees by geography: Three months ended November 30, 2025 2024 United States¹ 22,131 15,365 Canada 5,098 3,295 EMEA 1,822 2,495 Consolidated 29,051 21,155 ¹ All of IQTalent's revenue was generated within the United States during the period. A summary of property and equipment, right-of-use assets, goodwill, and total assets by business line is as follows: As at November 30, 2025 As at August 31, 2025 Caldwell IQTalent Total Caldwell IQTalent Total Property and equipment 1,561 94 1,655 1,031 100 1,131 Right-of-use assets 4,377 - 4,377 4,623 - 4,623 Goodwill 4,080 7,439 11,519 4,044 7,313 11,357 Total assets1 62,204 15,972 78,176 64,528 16,238 80,766 ¹ Presented net of intercompany advances that are eliminated upon consolidation Caldwell – Consolidated Interim Financial Statements Depreciation recorded on property and equipment and right-of-use assets is as follows: Three months ended November 30, 2025 Three months ended November 30, 2024 Caldwell IQTalent Total Caldwell IQTalent Total Depreciation expense: Property and equipment 91 8 99 94 12 106 Right of use assets 290 - 290 327 - 327 16. Financial Instruments Fair value hierarchy The Company categorizes its financial assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs used in the measurement. ? Level 1: This level includes assets and liabilities measured at fair value based on unadjusted quoted prices for identical assets and liabilities in active markets that are accessible at the measurement date. ? Level 2: This level includes financial instruments that are not traded in an active market and whose value is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. The specific valuation techniques used to value financial instruments include quoted market prices or dealer quotes for similar instruments. ? Level 3: This level includes valuations based on inputs, which are less observable, unavailable or where the observable data does not support a significant portion of the instruments’ fair value. The Company’s financial instruments measured at fair value as at November 30, 2025 consist of a convertible promissory note receivable and marketable securities, which are comprised of certain equity securities held for investment obtained through search fees being paid partially in equity of the client as discussed in note 4. Investments also include an equity-accounted investment in a --- n associate, IQRecruit Inc., as discussed in note 4. November 30, 2025 Level 1 Level 2 Level 3 Term Deposit 8,387 - - Marketable securities - - 100 Note receivable - - 699 Investment in associate - 795 - August 31, 2025 Level 1 Level 2 Level 3 Term Deposit 4,123 - - Marketable securities 98 Note receivable - - 687 Investment in associate - 816 - Caldwell – Consolidated Interim Financial Statements 17. Credit Facilities The Company maintains a $5,000 revolving demand, floating-rate credit facility with TD Bank (the "Credit Facility") for future working capital needs. The facility is limited based on 80.0% of the eligible accounts receivable for the Caldwell executive search business in the United States and Canada as defined in the credit agreement, and further reduced to the extent the facility is used in connection with the issuance of letters of credit. The net amount the Company is eligible to borrow at November 30, 2025 is $4,606 (August 31, 2025: $4,612). The facility bears variable interest on drawn amounts based on the TD’s Canadian prime rate plus 1.0% per annum. As at November 30, 2025, no amounts were outstanding on the credit facility (August 31, 2025: $nil) and letters of credit of $394 (August 31, 2025: $388) have been issued against the facility. 18. Subsequent Events On January 7, 2026, the Board of Directors declared a dividend of $0.01 per Common Share (one cent per Common Share), payable to holders of Common Shares of record on January 16, 2026, to be paid on March 13, 2026.