Aneesh Capital Corp. — Management Reports 2025

Dec 18, 2025

ANEESH CAPITAL CORP.

MANAGEMENT DISCUSSION AND ANALYSIS
November 30, 2025

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ANEESH CAPITAL CORP.
Management Discussion & Analysis
November 30, 2025

1.1 Date

This Management Discussion and Analysis (“MD&A”) of Aneesh Capital Corp. (or the “Company”) has been prepared by management as of December 18, 2025 should be read in conjunction with the condensed interim financial statements and related notes thereto of the Company as at and for the nine months ended November 30, 2025 and 2024 and the audited financial statements and related notes thereto of the Company for the years ended February 28, 2025 and February 29, 2024, which were prepared in accordance with International Accounting Standards using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and International Financial Reporting Interpretations Committee (“IFRIC”).

This MD&A contains forward-looking information which reflects management's expectations regarding the Company's growth, results of operation, performance and business prospects and opportunities. The use of words such as “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe”, “outlook”, “forecast” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements in this MD&A include, but not limited to, the Company's expectation of future activities and results, of its working capital needs and its ability to identify, evaluate and pursue suitable business opportunity. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results of events to differ materially from those anticipated in these forward-looking statements. Readers should not put undue reliance on forward-looking information.

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

1.2 Over-all Performance

Aneesh Capital Corp. (the “Company”) was incorporated under the laws of the Province of British Columbia on October 18, 2017. The Company is a Capital Pool Corporation (“CPC”) as defined in the TSX Venture Exchange (“Exchange”) Policy 2.4 after completing its Initial Public Offering (“IPO”) on September 29, 2021. As a CPC, the Company's objective will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”). The Company has not commenced operations and has no significant assets other than cash. The Company's continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and in the case of a non-arms' length transaction, of the majority of the minority shareholders.

On September 29, 2021, the Company completed its IPO on the Exchange by raising $250,000 through the issuance of 2,500,000 common shares of the Company at $0.10 per share. The Company's common shares were approved for listing on the Exchange on September 29, 2021 and commenced trading effective October 1, 2021 under the trading symbol EESH.P.

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ANEESH CAPITAL CORP.
Management Discussion & Analysis
November 30, 2025

1.3 Selected Annual Information

For the years ended	February 28, 2025	February 29, 2024	February 28, 2023
Net Loss	$ (51,241)	$ (58,337)	$ (56,807)
Loss per share	$ (0.01)	$ (0.01)	$ (0.01)
Total assets	$ 128,841	$ 185,621	$ 235,175
Total long-term liabilities	Nil	Nil	Nil
Cash dividends declared per share for each class of share	Nil	Nil	Nil

1.4 Results of Operations

Nine months ended November 30, 2025 and 2024

During the nine months ended November 30, 2025, the Company reported a net loss of $37,515 or $0.01 per share, compared to a net loss of $32,388 or $0.00 per share in November 30, 2024, an increase in net loss of $5,127. The Company's overall net loss increased due to a reduction in interest income of $2,861 as a result of lower interest rate on the Company's bank saving account, an increase in office and administration of $1,808 for AGM material printing costs and an increase in regulatory fees of $1,647 as the Company renewed its stock option plan in the current period. The increase in net loss is partially offset by a decrease in professional fees of $1,451 as no legal services were incurred in connection to a qualifying transaction compared to the prior year period.

Three months ended November 30, 2025 and 2024

During the three months ended November 30, 2025, the Company reported a net loss of $10,541 or $0.00 per share, compared to a net loss of $9,742 or $0.00 per share for the three months ended November 30, 2024, an increase in net loss of $799. The Company's overall net loss increased due to a reduction in interest income of $729 as a result of lower interest rates on the Company's bank saving account and an increase in professional fees of $585 related to legal services for the annual report. The increase in net loss is partially offset by a decrease in office costs $685 due to a refund on an overpayment of AGM mailing costs.

1.5 Summary of Quarterly Results

The following is a summary of certain financial information concerning the Company for each of the last eight quarters.

Quarter ended	Loss	Loss per share
November 30, 2025	$ (10,541)	$ (0.00)
August 31, 2025	$ (18,028)	$ (0.00)
May 31, 2025	$ (8,946)	$ (0.00)
February 28, 2025	$ (18,853)	$ (0.00)
November 30, 2024	$ (9,742)	$ (0.00)
August 31, 2024	$ (12,794)	$ (0.00)
May 31, 2024	$ (9,854)	$ (0.00)
February 29, 2024	$ (21,941)	$ (0.00)

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ANEESH CAPITAL CORP.
Management Discussion & Analysis
November 30, 2025

Over the past eight fiscal quarters, the significant variances were as follows:

The Company reported increases in loss for the quarters ended February 28, 2025 and February 29, 2024 due to increased professional fees in connection with the annual audit and legal services.

The Company reported an increase in loss for the quarter ended August 31, 2025 due to increased printing and regulatory filing fees for the Company's AGM.

The losses of other remaining quarters were considered steady.

1.6 Liquidity and Capital Resources

The Company reported a working capital of at $75,522 (February 28, 2025 - $113,037). As at November 30, 2025, the Company had cash and cash equivalent on hand of $75,039 (February 28, 2025 - $124,004), and current liabilities of $nil (February 28, 2025 - $15,804).

The Company may continue to have capital requirements in excess of its currently available resources. In the event the Company's plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund operations, the Company may be required to seek additional financing. There can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.

1.7 Off-Balance Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

1.8 Risk and Uncertainties

The Company's financial performance is likely to be subject to the following risks:

• Upon listing on the Exchange and the Company's management's efforts in working diligently to complete a QT, there is no assurance that a QT will be entered into nor completed.
• The Company has not generated any significant revenue and has incurred significant losses since inception.
• Until completion of a QT, the Company is not permitted to carry on any business other than the identification and evaluation of potential QTs.
• The Company has limited funds, with which to identify, evaluate and complete a potential QT and continue its business operations.
• Completion of the QT is subject to a number of conditions including acceptance by the Exchange, securities regulatory authorities and the shareholders' approval, if required.

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Credit risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. All the Company's cash is held through Canadian chartered banks and accordingly, the Company believes it has no significant credit risk.

Liquidity risk

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ANEESH CAPITAL CORP.
Management Discussion & Analysis
November 30, 2025

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash and seeking equity financing when needed.

As at November 30, 2025, the Company had cash and cash equivalent on hand of $75,039 (February 28, 2025 - $124,004), which is sufficient to settle its current liabilities of $nil (February 28, 2025 - $15,804). The Company will need to raise additional financing to complete a Qualifying Transaction. Liquidity risk is assessed as high.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

(a) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market interest rates. The Company's cash is held in an account and GIC investment with a major Canadian financial institution. The cash may be withdrawn at any time without penalty and the GIC investment may be withdrawn at any time without penalty after 30 days. Interest rate risk is assessed as low.

(b) Foreign currency risk

The Company does not have assets or liabilities in a foreign currency and therefore is not exposed to foreign currency risk.

(c) Price risk

The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potentially adverse impact on the Company's ability to obtain equity financing due to movements in individual equity prices. The Company closely monitors individual equity movements to determine the appropriate course of action to be taken by the Company.

1.9 Transactions with Related Parties

Key management personnel are persons responsible for planning, directing and controlling activities of an entity, and include executive and non-executive directors and officers.

On March 1, 2021, the Company entered into a rent and administrative services agreement with Varshney Capital Corp. ("VCC"), a company with a director in common, for office rent and administrative services provided to the Company on a month-to-month basis in exchange for a monthly fee of $2,000 plus taxes.

During the nine months ended November 30, 2025, the Company paid $18,900 (2024 - $18,900) for rent and administrative fees to VCC.

As at November 30, 2025, $nil (February 28, 2025 - $5,804) was due to an officer for reimbursement of regulatory fees paid on behalf of the Company.

1.10 Fourth Quarter

None

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ANEESH CAPITAL CORP.
Management Discussion & Analysis
November 30, 2025

1.11 Proposed Transactions

On December 5, 2025, the Company announced that it had entered into a Letter of Intent dated December 2, 2025 with eMusic.com Inc. ("eMusic"), a pioneer in the digital music industry that has connected millions of fans with artists for over 25 years, to complete a going-public transaction in Canada (the "Proposed Transaction").

Upon completion, Aneesh Capital will acquire 100% of eMusic, and the resulting issuer (the "Resulting Issuer") will carry forward eMusic's strategy.

Transaction Terms

For the purposes of the Proposed Transaction, the deemed value of the currently outstanding common shares of the Company will be US$750,000. Pursuant to the Proposed Transaction, it is currently intended that holders of shares of eMusic ("eMusic Shares") will receive the Company's shares in exchange for their eMusic Shares based on a deemed valuation of US$18,000,000 for eMusic.

Final terms remain subject to tax, legal, and regulatory review. A Definitive Agreement is expected to be executed by January 5, 2025, with closing targeted on or before March 31, 2026.

Concurrent Financing

In conjunction with, or prior to the closing of the Proposed Transaction, the parties intend to complete a private placement of approximately US$3,000,000 (the "Concurrent Offering"). The terms of the Concurrent Offering will be determined in the context of the market.

Management and Governance

Following the transaction, eMusic's existing management team will assume leadership of the Resulting Issuer. All but one of the directors of the Company shall resign and the board of directors will be comprised of directors nominated by eMusic. Full details will be disclosed upon execution of the Definitive Agreement.

The Company intends that the Proposed Transaction will constitute its "Qualifying Transaction" under Policy 2.4 - Capital Pool Companies of the TSXV. The Proposed Transaction will be an arm's length transaction. A comprehensive news release with further particulars relating to the Proposed Transaction, financial particulars, transaction structure, descriptions of the proposed management and directors of the Resulting Issuer, terms of any sponsorship, if applicable, among other particulars, will follow in accordance with the policies of the TSXV.

Conditions and Approvals

Completion of the Proposed Transaction is subject to standard conditions, including:

• Execution of the Definitive Agreement
• Completion of satisfactory due diligence
• Receipt of all required regulatory, corporate, and shareholder approvals
• Acceptance of the Proposed Transaction as Aneesh Capital's Qualifying Transaction by the TSXV
• Receipt of approval for the listing of the common shares of the Resulting Issuer by the TSXV
• Completion of the Concurrent Offering
• Delivery of financial statements of both Aneesh Capital and eMusic
• Aneesh Capital shareholders' equity being equal to or greater than zero
• No material adverse changes in either party

There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

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ANEESH CAPITAL CORP.
Management Discussion & Analysis
November 30, 2025

Finder's and Arrangement Fees

In connection with the Proposed Transaction, the Company has agreed to pay a finder's fee equal to 2% of the Transaction Value to Baer Investments Limited (the "Finder"), subject to the policies of the TSXV. The Company shall also pay to JDJ Merchant Partners Inc. an arrangement fee of US$100,000 payable in cash or common shares. Additionally, the Company shall pay Exiteam Ltd. a finder's fee in accordance with the terms of an agreement between the Company and Exiteam Ltd.

1.12 Critical Accounting Estimates

Not applicable to venture issuers.

1.13 Changes in Accounting Policies including Initial Adoption

The financial information presented in this MD&A has been prepared in accordance with International Financial Reporting Standards. Our significant accounting policies are set out in Note 3 of the financial statements of the Company, as at and for the period ended November 30, 2025 and 2024.

1.14 Financial Instruments and Other Instruments

The Company's financial instruments at November 30, 2025 are as follows:

	Fair Value through Profit or Loss
Financial assets
Cash	$ 75,039
	$ 75,039

1.15 Other Requirements

Summary of Outstanding Share Data as of December 18, 2025:

Authorized: Unlimited number of common shares without par value.
Issued and outstanding: 6,250,001 (including 3,000,001 held in escrow)
Options: 520,750 (held in escrow)

Additional information regarding the Company may be found on SEDAR, www.sedar.com.

On behalf of the Board of Directors, thank you for your continued support.

"Peeyush Varshney"

Peeyush Varshney
Director

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