PETMED EXPRESS INC

To the Stockholders and the Board of Directors of PetMed Express, Inc. and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of PetMed Express, Inc. and its subsidiaries (the Company) as of March 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the three years in the period ended March 31, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Our report dated October 14, 2025 expressed an opinion that the Company had not maintained effective internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Restatement of Previously Issued Information

As discussed in Note 1 to the consolidated financial statements, the 2024 and 2023 consolidated financial statements have been restated to correct a misstatement.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition

As reported on the consolidated statements of operations, the Company reported net sales of $227.0 million for the year ended March 31, 2025. As disclosed in Note 3 to the consolidated financial statements, the Company recognizes revenues when control transfers to the customer at the point in time at which the shipment of the product occurs. A portion of the Company’s revenues are initiated based on the AutoShip program where customers are able to request future deliveries without the need to place an order each time.

We identified the proper year-end cutoff of AutoShip revenue transactions as a critical audit matter due to the significant audit effort required in performing procedures and evaluating the audit evidence related to the AutoShip revenue transactions. As disclosed by the Company, material weaknesses were identified in information technology general controls (ITGCs) and its control environment which impacted these revenue transactions.

Our audit procedures related to the cutoff of AutoShip revenue transactions included the following, among others:

•Tested the occurrence of recorded AutoShip revenue transactions on a sample basis by obtaining and inspecting invoices, customer order history, delivery documents, and cash receipts from customers.

•Tested the cutoff of recorded AutoShip revenue transactions on a sample basis by obtaining and inspecting invoices, customer order history, delivery documents, and cash receipts from customers for a period leading up and immediately after quarter-ends.

•Obtained merchant statements for the fiscal year and performed a proof of cash reconciliation from these statements to related total revenue. Also obtained merchant statements from after year-end to inspect for unusual charge-back and return activity.

•Performed a proof of cash reconciliation that reconciled cash deposits to revenue and related revenue accounts.

•Performed analytical procedures to compare monthly revenue trends and usual changes on a month-to-month basis.

Deferred Tax Asset Valuation Allowance

As described in Note 2 and 10 to the consolidated financial statements the Company has a valuation allowance against the Company’s net deferred tax assets. The valuation allowance was 7.4 million as of March 31, 2025. The Company recognizes deferred tax assets and liabilities for the expected future income tax consequences of events that have been recognized in the Company’s financial statements. Valuation allowances are provided for deferred tax assets where it is considered more likely than not that the Company will not realize the benefit of such assets. In evaluating the realizability of deferred tax assets in future periods, the available positive and negative evidence, including history of book losses, recent results of operations and sources of taxable income, including the reversal of deferred tax liabilities, projected future taxable income (exclusive of reversing temporary differences) and tax planning strategies, are considered.

We identified management’s determination of the value of deferred tax assets as a critical audit matter as there is significant judgment required by management to conclude whether it is more likely than not that these deferred tax assets will be realized in future periods. In addition, the auditing of these elements involved complex and subjective auditor judgment, including the need to involve personnel with specialized skill and knowledge.

Our audit procedures to evaluate management’s determination that sufficient taxable income will not be generated to realize all of the deferred tax assets included the following, among others:

•We evaluated the reasonableness of management’s estimates in regard to the ability to utilize deferred tax assets by testing management’s assessment of the timing of future reversals of temporary differences.

•We utilized personnel with specialized knowledge and skill in income taxes and accounting for income taxes under Accounting Standards Codification (ASC) 740, Income Taxes, to assist in the evaluation of management’s assessment of positive and negative evidence and their conclusion that it is more likely than not that the Company will not realize the benefit of its deferred tax assets.

/s/RSM US LLP

We have served as the Company’s auditor since 2007.

Coral Gables, Florida

October 14, 2025