SRx Health Solutions, Inc.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including our Chief Executive Officer (our Principal Executive Officer or “PEO”) and our Chief Financial Officer (our Principal Financial Officer or “PFO”), we evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not fully effective as of June 30, 2025, due to certain significant deficiencies in internal control over financial reporting identified during the audit of our 2023 financial statements. These deficiencies primarily related to documentation and execution of key controls, credit loss provisioning, inventory tracking, and support for certain financial estimates. While these deficiencies did not result in a determination of material weaknesses, we are actively remediating them and have implemented or are in the process of implementing improvements to the design and operating effectiveness of our internal control environment.

Notwithstanding the material weaknesses in our internal control over financial reporting, we have concluded that the condensed consolidated financial statements included in this Form 10-Q, when read with the notes thereto, present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

Material Weaknesses

During the audit of our consolidated financial statements for the fiscal year ended September 30, 2024, our independent auditor identified deficiencies in our internal control over financial reporting that were evaluated and concluded to represent material weaknesses, as defined by the standards of the Public Company Accounting Oversight Board (PCAOB). These material weaknesses raise a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

The auditor identified several areas where the Company’s controls were either not properly designed or not operating effectively. These included the lack of retained documentation to support retail pharmacy sales following the divestiture of certain locations, unsupported fair value determinations for common shares, and the absence of signatures from third-party lenders on formal debt agreements. Additionally, a material weakness related to management override of controls was identified, stemming from actions by the former CFO to redirect employer RRSP contributions to fund operating activities without appropriate approval or disclosure. Weaknesses were also noted in the Company’s technical accounting processes, including an overreliance on third-party experts without sufficient internal review or analysis by management, particularly in areas such as purchase price allocations, goodwill impairment testing, and U.S. GAAP transition accounting.

The audit also identified general IT control weaknesses in key systems used to process retail revenue and inventory data, including Kroll and SAP. These weaknesses were identified through procedures performed by the auditor’s enterprise risk team and included deficiencies in the design and implementation of IT general controls. Management has initiated remediation plans to address each of the identified weaknesses, including enhanced documentation and retention procedures, improved oversight of technical accounting matters, formalized internal control processes, and system control upgrades. These efforts are ongoing, and the Company expects to continue strengthening its internal control environment throughout fiscal 2025.

Significant Deficiencies

As part of the audit of our financial statements for the year ended September 30, 2024, our external auditors identified certain deficiencies in internal control over financial reporting. One such matter was identified as a significant deficiency. Specifically, the auditors noted that there was a lack of documentation of key controls, such as formal evidence of review and approval of account reconciliations and loan amortization schedules.

Management is committed to strengthening the Company’s internal control environment and has initiated efforts to improve documentation and oversight of key control activities. We will continue to assess and enhance our internal control processes to ensure the integrity of our financial reporting.

Remediation Plan

Management is committed to strengthening the Company’s internal control environment and is in the process of evaluating potential enhancements to address the significant deficiencies identified during the most recent audit. While formal remediation efforts are still being assessed, we are considering a range of improvements to our processes, systems, and documentation practices to support the development of more effective internal controls. As these efforts progress, we remain focused on building a control framework that supports accurate financial reporting and continued compliance with applicable standards. We intend to monitor and adjust our approach as needed to ensure that any enhancements are appropriately designed and can operate effectively over time.

Changes in Internal Control Over Financial Reporting

Other than the changes described above, there has not been any change in our internal controls over financial reporting identified in connection with the evaluation that occurred during the quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, those controls.