Britannia Life Sciences — Management Reports 2025

Jul 30, 2025

Britannia Life Sciences Inc.
Management's Discussion and Analysis
For the years ended March 31, 2025 and March 31, 2024

Management's Discussion and Analysis

The following management's discussion and analysis ("MD&A") is current to July 28, 2025, and should be read in conjunction with Britannia Life Sciences Inc.'s ("BLS" or the "Company") consolidated financial statements for the periods ended March 31, 2025 and March 31, 2024 which have been prepared under International Financial Reporting Standards ("IFRS"). Except as otherwise noted, the financial information contained in this MD&A and in the consolidated financial statements have been prepared in accordance with IFRS. All amounts are expressed in Canadian dollars unless otherwise noted.

The consolidated financial statements can be found at www.sedarplus.ca and www.britannia.life. The Company's registered head office 120 Adelaide Street West, Suite 2400, Toronto, Ontario M5H 1T1. The Company's common shares are publicly traded on the Canadian Securities Exchange (BLAB: CSE).

The consolidated financial statements comprise the financial statements of the Company, its wholly owned subsidiaries Britannia Bud Canada Holdings Inc. ("BBCH"), Britannia Bud Company Limited ("BBCL"), Jamaica-Blu Ltd., Rise Research Inc., Scout Assessment Corp., Rise Life Science (Colorado), LLC, Brand Max, Inc. dba Cultivate Kind, Life Bloom Organics, LLC, and Cosmetics Labs Limited ("CosLab") (the "Group"). BBCL and CosLab operate in the United Kingdom and have a functional currency of UK pounds sterling. Life Bloom Organics, Brand Max Inc. dba Cultivate Kind, and Rise Life Science (Colorado), LLC are domiciled in the United States of America and have a functional currency of US dollars.

The Company's subsidiaries are as follows:

Entity	Jurisdiction of Incorporation	Ownership
BBCH	Ontario, Canada	100%
BBCL	United Kingdom	100%
Jamaica-Blu Ltd.	Ontario, Canada	100%
Rise Research Inc.	British Columbia, Canada	100%
Scout Assessment Corp.	Ontario, Canada	100%
Rise Life Science (Colorado), LLC	Colorado, United States	100%
Brand Max	California, United States	100%
Life Bloom	Delaware, United States	100%
ADSL	United Kingdom	100%
CosLab	United Kingdom	100%

Note: ADSL deconsolidated post sale in 2025

All intercompany transactions and balances between and among BLS and its subsidiaries have been eliminated on consolidation. Where necessary, adjustments are made to assets, liabilities, and results of subsidiaries and associates to bring their accounting policies into line with those used by the Company.

Forward-Looking Statements

This Management's Discussion and Analysis ("MD&A") contains forward-looking information as defined in applicable securities laws (referred to herein as "forward-looking statements") that reflect the Company's current expectations and projections about its future results. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are based on the current assumptions, estimates, analysis and opinions of management of the Company made considering its experience and its perception of trends, current conditions and expected developments, as well as other factors which the Company believes to be relevant and reasonable in the circumstances.

The Company uses words such as "believes," "may," "plan," "will," "estimate," "continue," "anticipates," "intends," "expects," and similar expressions to identify forward-looking statements, which, by their very nature, are not guarantees of the Company's future operational or financial performance, and are subject to risks and uncertainties, both known and unknown, as well as other factors that could cause the Company's actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

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Britannia Life Sciences Inc.
Management's Discussion and Analysis
For the years ended March 31, 2025 and March 31, 2024

Inherent in forward-looking statements are known and unknown risks, uncertainties and other factors beyond the Company's ability to predict or control that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements.

Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about:

• the availability of financing, or the availability of financing on reasonable terms;
• general business and economic conditions;
• regulatory developments;
• interest rates and foreign exchange rates;
• the Company's costs;
• the regulatory environment in which the Company operates;
• the Company's ability to attract and retain skilled staff;
• the impact of changes in Canadian-US dollar, Canadian-UK pound sterling and other foreign exchange rates on the Company's costs and results;
• market competition;
• tax benefits and tax rates; and
• the Company's ongoing relations with its employees and with its business partners.

Although management of the Company believes that these forward-looking statements are based on reasonable assumptions, a number of factors could cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements contained in this MD&A and any documents incorporated by reference herein are expressly qualified by this cautionary statement. The Company cautions you that the foregoing list of important factors and assumptions is not exhaustive. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. You should also carefully consider the matters discussed under "Risk Factors" in this MD&A which provides for additional risks and uncertainties relating to the Company and its business. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of factors, whether as a result of new information or future events or otherwise, other than as may be required by applicable legislation. No assurance can be given that any of the events anticipated will transpire or occur, or if any of them do so, what benefits the Company will derive from them. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether because of new information, future events, or otherwise unless required by law.

Nature and Continuance of Operations

Britannia Life Sciences Inc. ("BLS" or the "Company") (together with its subsidiaries, the "Group") is a company domiciled and incorporated in Canada under the laws of the Province of Ontario. The address of BLS's registered office is 120 Adelaide Street West, Suite 2400, Toronto, Ontario M5H 1T1. BLS's common shares are publicly traded on the Canadian Securities Exchange (BLAB: CSE). The Company provides product testing, safety assessment and manufacturing services to the cosmetic and consumer packaged goods industries in the United Kingdom and globally.

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Britannia Life Sciences Inc.
Management's Discussion and Analysis
For the years ended March 31, 2025 and March 31, 2024

Operational Highlights and Business Development

ADSL Acquisition and Put Liability

BBCH entered into a share purchase agreement dated March 10, 2020, wherein BBCH acquired 60% of each of the Class A and Class B ordinary shares of Advanced Development and Safety Laboratories ("ADSL") from the shareholders of ADSL (the "Sellers"). Completion arrangements in relation to this agreement were made on February 9, 2021 (the "Completion Date").

Pursuant to the terms of the ADSL Acquisition, on the first three anniversaries of the Completion Date, the Company has the right to acquire from the Sellers up to an additional 40% of the share capital for an additional consideration. In circumstances where on expiry of the third anniversary of the Completion Date the Company has not acquired all the ADSL shares, the Sellers have the right to require the Company to purchase all of the ADSL shares it does not yet own (the "Put Liability"). The total consideration payable for the additional shares ("Put Shares") upon exercise of the Put Liability and the closing of the Company's acquisition of the Put Shares would be equal to the total equity value of the Put Shares, which would be based upon the applicable percentage acquired by the Company of the total enterprise value for ADSL.

At the close of the ADSL Acquisition, the value of the Put Liability was determined to be $2,464,315 (GBP 1,404,568), representing the difference between the market price and the contract value of the Put Liability, discounted at a rate of 0.23% per annum and assuming the transaction would take place on February 9, 2024. As at March 31, 2022, the fair value of the put liability was remeasured to $4,495,033 (GBP 2,738,035), generating a loss on the change in fair value of the put liability for the year ended March 31, 2022 of $2,059,933.

On April 7, 2022, the Company acquired an additional 10% of the outstanding issued share capital of ADSL (the "Subsequent ADSL Acquisition"). A cash payment of GBP 1,813,358 was paid as consideration for the Subsequent ADSL Acquisition (CAD: $2,982,066).

The Put Liability was reduced accordingly and an adjustment was made to non-controlling interest to reflect the change in ownership after the Second ADSL Acquisition and on March 31, 2023.

	$
Cash payment to minority shareholders	2,982,066
Reduction in Put Liability	(1,120,594)
Reduction in non-controlling interest	(1,032,625)
Equity adjustment	828,847

On November 22, 2023, BBCH acquired an additional 2% of the outstanding issued share capital of ADSL (the "Third ADSL Acquisition"). A cash payment of GBP 545,023 was paid as consideration for the Third ADSL Acquisition (CAD: $938,735).

The Put Liability was reduced accordingly and an adjustment was made to non-controlling interest to reflect the change in ownership post transaction.

	$
Cash payment to minority shareholders	938,735
Reduction in put liability	(15,745)
Reduction in non-controlling interest	(269,245)
Equity adjustment	653,745

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Britannia Life Sciences Inc.
Management's Discussion and Analysis
For the years ended March 31, 2025 and March 31, 2024

On February 9, 2024, as BBCH had not yet acquired the remaining ADSL shares, the put option right became enforceable. On March 18, 2024, the ADSL Sellers informed BBCH of their intention to exercise their put right. BBCH has consequently reduced the put liability on the balance sheet to nil, generating a gain on fair value of the put liability for the year ended March 31, 2024, of $1,403,966. The Company has determined that a purchase commitment in the amount of £6,038,017 (CAD: $10,333,463) exists at March 31, 2024 (Note 17). As per the terms of the share purchase agreement dated March 10, 2020, the ADSL Sellers and the Company, the Company has ninety days to satisfy its obligations under the put option right. See Subsequent Event Note 19.

Britannia Mining Solutions Inc.

As at March 31, 2025 the Group owns 32% of the outstanding share capital of BMS including its investment in the 2025 Debentures (as defined below) which it intends to convert to BMS common shares. This investment in BMS combined with the Chief Executive Officer of the Company being both the Chief Executive Officer and sole director of BMS, result in the Group being in a position to exercise significant influence on BMS. Accordingly, the Group equity accounts its investment in BMS.

In addition, the Group owns the 2024 Debentures (as defined below) that it expects to issue to the holders of the Debentures Payable (as defined below). Accordingly, the 2024 Debentures are classified separately below and carried at FVTPL as are the Debentures Payable.

During the year ended March 31, 2025, BMS issued 18,500 BMS common shares at $10.00 per share, 104,932 BMS common shares at $12.75 per share and 12,905 BMS common shares as compensation.

The continuity of the investment in BMS is as follows:

	2024 Debentures $	Equity $	Total $
Balance as at March 31, 2023	-	1,269,809	1,269,809
Gain on dilution on BMS equity issuances	-	465,811	465,811
Elimination of associate's management fee	-	(77,782)	(77,782)
Share of other comprehensive income of BMS	-	32,529	32,529
Share of net loss of BMS	-	(959,163)	(959,163)
Balance as at March 31, 2024	-	731,204	731,204
Gain on dilution on BMS equity issuances	-	231,531	231,531
Investment in the 2024 Debentures	958,575	-	958,575
Investment in the 2025 Debentures		1,250,000	1,250,000
Elimination of associate's management fee	-	(85,163)	(85,163)
Share of other comprehensive loss of BMS	-	(40,462)	(40,462)
Share of net loss of BMS	-	(2,087,110)	(2,087,110)
Change in fair value	576,796	-	576,796
Accrued interest	6,776	-	6,776
Balance as at March 31, 2025	1,542,147	-	1,542,147

As of March 31, 2025, the Group's equity investment in BMS was fully written down to zero, as the share of cumulative losses exceeded the carrying amount of the investment. The Group has discontinued recognizing further losses, as it has no obligation to provide further financial support to BMS.

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Britannia Life Sciences Inc.
Management's Discussion and Analysis
For the years ended March 31, 2025 and March 31, 2024

2024 Debentures

On November 22, 2024 the Group acquired 75,200 units of a convertible debenture issued by BMS (the "2024 Debentures"), at a total purchase price of $958,575. The debentures bear interest at a rate of 2% per annum, payable annually, and mature two years from the closing date, unless earlier converted in accordance with their terms. Each debenture is convertible, at the holder's option, into 100 common shares of BMS, representing a conversion price of $12.75 per share at any time prior to maturity. The 2024 Debentures may also be automatically converted by BMS upon the occurrence of certain triggering events, including but not limited to a go-public transaction. The 2024 Debentures are classified as financial assets at FVTPL. The conversion feature has been determined using a Black-Scholes valuation model. The key assumptions included: Share price: $17.50, Expected volatility: 100%, Risk-free rate: 2.63%, Expected life: two years, Dividend yield: 0%. The conversion feature is remeasured at fair value at each reporting period, with changes in fair value recognized in the statement of income (loss) and comprehensive income (loss).

2025 Debentures

On January 25, 2025 the Group acquired 1,000 unsecured convertible debentures (the "2025 Debentures") of BMS at a price of $1,250 per debenture, due on January 26, 2027 (the "Maturity Date"). Each 2025 Debenture is comprised of $1,250 principal amount of debentures convertible into common shares of BMS. The 2025 Debentures bear interest at a rate of 2% per annum calculated and paid annually. The 2025 Debentures may also be automatically converted by BMS upon the occurrence of a liquidity event (such as a reverse takeover and listing on a stock exchange). At the sole option of BMS, following the occurrence of a liquidity event, any accrued and unpaid interest is to be paid in cash or in common shares. Such interest is to be calculated and paid on: (i) the one-year anniversary of the closing date; (ii) the Maturity Date; and (iii) if applicable, within 30 days of the occurrence of a liquidity event. The intention of BLS is that the 2025 Debentures will be converted to shares in BMS prior to their Maturity date. They have therefore been accounted for initially at cost as part of the Group's equity investment in BMS.

November Debentures Payable

On November 22, 2024, the Company issued 75,200 unsecured convertible debentures (the "November Debentures Payable") for total gross proceeds of $958,575. The November Debentures Payable bear interest at a rate of 2% per annum, payable annually, and mature two years on November 22, 2026, unless earlier converted in accordance with their terms. Each November Debenture Payable is convertible, at the holder's option, into 100 common shares of BMS, representing a conversion price of $12.75 per share at any time prior to maturity. The November Debentures Payable may also be automatically converted by BMS upon the occurrence of certain triggering events, including but not limited to a go-public transaction by BMS. The November Debentures Payable are classified as financial liabilities at FVTPL. In accordance with IFRS 9, this classification reduces the measurement inconsistency resulting from the purchase of the 2024 Debentures.

The fair value of the conversion feature was determined using a Black-Scholes valuation model. The key assumptions included: Share price: $17.50, Expected volatility: 100%, Risk-free rate: 2.63%, Expected life: two years, Dividend yield: 0%. The conversion feature is remeasured at fair value at each reporting period, with changes in fair value recognized in the statement of income (loss) and comprehensive income (loss).

	$
At issuance
Proceeds	958,575
Fair value of conversion feature	751,529
Adjustment to fair value BMS Debentures	(174,733)
Loss on fair value of BMS Debenture	(576,795)
Interest expense	6,776
Balance March 31, 2025	1,542,147

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Britannia Life Sciences Inc.
Management's Discussion and Analysis
For the years ended March 31, 2025 and March 31, 2024

Acquisition of Cosmetics Lab Limited ("CosLab")

On June 6, 2023 the Company acquired a 51% interest in CosLab, a Southern England-based manufacturer of cosmetic products. A cash payment of GBP 100,000 was paid as consideration for the shares (CAD: $168,750).

The acquisition has been accounted for using the acquisition method with the results of the operations of CosLab being included in the consolidated financial statements from the date of acquisition.

Pursuant to the terms of the CosLab acquisition, the minority shareholder of CosLab had the right to require the Company to purchase the shares of CosLab it does not yet own (the "CosLab Put Liability"). The total consideration payable for the additional shares (the "CosLab Put Shares") upon exercise of the CosLab Put Liability and the closing of the Company's acquisition of the CosLab Put Shares would be equal to the total equity value of the CosLab Put Shares, which would be based upon the applicable percentage acquired by the Company of the total enterprise value for CosLab.

The fair value of the CosLab Put Liability at the close of the CosLab acquisition was determined to be $45,360 (GBP 26,880), representing the difference between the market price and the contract value of the CosLab Put Liability, discounted at a rate of 4.53% per annum and assuming the transaction would take place on June 1, 2025.

The following table summarizes the purchase price of the acquisition, the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date:

	$
	Fair value recognized on acquisition
Assets acquired
Cash and cash equivalents	4,272
Accounts receivable	261,845
Inventory	171,323
Property and equipment	402,479
	839,919
Liabilities assumed
Accounts payable and accrued liabilities	(497,945)
	(497,945)
Total identifiable net assets at fair value	341,974
Non-controlling interest measured at fair value (49%)	174,406
CosLab Put Liability	(45,360)
Goodwill	39,704
Total consideration	168,750

On February 20 2024, the Company acquired the remaining 49% interest in CosLab from the minority shareholder for GBP £1. The put liability was remeasured to nil, generating a gain on the change in the fair value of the CosLab Put Liability for the year ended March 31, 2024 of $45,360 (GBP 26,880).

At March 31, 2024 the Group performed its annual impairment test of goodwill and determined that the interest in CosLab was impaired. An impairment charge has been recorded in the year ended March 31, 2024.

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Britannia Life Sciences Inc.
Management's Discussion and Analysis
For the years ended March 31, 2025 and March 31, 2024

GLL Loan Payable

On April 7, 2022, the Company completed a debt financing arrangement with Growth Lending 2021 Limited ("GLL") that was used to repay the ADSL Sellers' loan in full and acquire an additional 10% of ADSL's share capital (see Note 6(a)). The total loan principal value was $8,222,500 (GBP 5,000,000) with a termination date of April 6, 2027. The Company incurred loan-related fees of $281,158 and a non-cash fee of $38,500. The net proceeds of the loan were accreted to the amount payable on maturity over the term. As security the Company pledged the share capital it held in ADSL. Interest was payable monthly in advance at the higher of 9.5% per annum and 8.5% per annum plus the SONIA (Sterling Over Night Indexed Average). Principal repayments began in April 2023 with equal monthly instalments of principal and interest. The GLL loan payable was settled in full on completion of the ADSL sale transaction.

July Debentures Payable

During the year ended March 31, 2025, the Group raised an aggregate of $932,000 through the issuance of 932 debentures units (each a "July Debenture Unit"). Each July Debenture Unit consisted of a $1,000 principal amount of 10% unsecured debentures of the Company and 16,666 common share purchase warrants ("Warrants"). Each Warrant is exercisable to acquire one common share of the Group at a price of CAD $0.06 until July 22, 2026. The financing was completed on July 22, 2024.

The July Debenture Units bear interest at 10% per annum with interest payable annually one year from the closing date (the "Initial Maturity Date"). At the Group's option, the maturity of the July Debenture Units could be extended for one year beyond the initial maturity date (the "Extended Maturity Date") with the interest rate of the July Debenture Units for the period starting the day beyond the Initial Maturity Date until the Extended Maturity Date increasing to 12% per annum.

For accounting purposes the fair value of the debenture component at the time of issue was calculated as the discounted cash flows assuming an effective rate of 13.1%, which was the estimated rate for a similar debenture. The fair value of the warrants was determined at the time of issue as the difference between the face value of the July Debenture Units and the fair value of the liability component.

The July Debenture Units were repaid in full by the Group on February 11, 2025. The continuity of the debenture is as follows:

	$
Issuance of July Debenture Units	932,000
Warrant portion of July Debenture Units	(49,514)
Debenture at issuance	882,486
Accretion expense up to repayment date	66,549
Loss on early repayment	39,171
Repayment	(988,206)
Balance, March 31, 2025	-

Discussion of Operations

The Company's consolidated financial statements have been prepared on a going concern basis in accordance with IFRS. The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

On January 9, 2025, the Company completed the strategic sale of its wholly owned subsidiary, ADSL. Accordingly, the results of ADSL have been classified as discontinued operations for all periods presented in accordance with IFRS 5. The impact on consolidated results of the sale are presented below.

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Britannia Life Sciences Inc.
Management's Discussion and Analysis
For the years ended March 31, 2025 and March 31, 2024

Discontinued Operations

The income from discontinued operations during the years ended March 31, 2025 and March 31, 2024 is as follows:

| | 2025
$ | 2024
$ |
| --- | --- | --- |
| Product sales and other income | 5,176,549 | 7,052,366 |
| Cost of Sales | 1,721,787 | 2,336,975 |
| Gross margin | 3,454,762 | 4,715,392 |
| Selling, general and administration | 1,783,353 | 1,879,704 |
| Finance | 668,834 | 1,064,888 |
| Income from discontinued operations | 1,002,575 | 1,770,800 |
| Accretion expense | (191,231) | (120,476) |
| Gain on sale of subsidiary | 11,422,130 | - |
| Income before tax | 12,233,474 | 1,650,324 |
| Total income tax | 166,097 | (67,355) |
| Net income from discontinued operations | 12,067,378 | 1,717,679 |
| Currency translation differences from discontinued operations | 719,101 | 150,141 |
| Net income (loss) attributable to discontinued operations: | | |
| Non-controlling interest | 113,975 | 369,324 |
| Equity Shareholders of the Company | 293,078 | 983,602 |
| Other comprehensive income attributable to discontinued: | | |
| Non-controlling interest | 201,348 | 93,954 |
| Equity Shareholders of the Company | 517,752 | 274,115 |

The cash flows from discontinued operations for the years ending March 31, 2025 and March 31, 2024 are as follows:

| | 2025
$ | 2024
$ |
| --- | --- | --- |
| Cash provided by (used in) operating activities | (1,058,866) | 2,976,284 |
| Cash provided by investing activities | 12,326,366 | (337,474) |
| Cash used in financing activities | (1,791,614) | (1,912,945) |
| | 9,475,886 | 725,865 |

The disposal of ADSL allows the Company to focus on maximizing shareholder value through strategic capital allocation to deliver optimal returns for its shareholders. On July 8, 2025 the Company announced that it has committed $5,000,000 of its treasury capital, generated from the sale of ADSL into an arm's length portfolio of asset-backed loans (the "Investment"). The loan portfolio is comprised of secured, asset-backed loans offering attractive interest rates and structured with strong collateral and asset coverage protections. The Company's management team selected this vehicle based on its superior risk-adjusted returns, reliable income stream, and short duration exposure.

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Britannia Life Sciences Inc.
Management's Discussion and Analysis
For the years ended March 31, 2025 and March 31, 2024

Strategic Rationale

The disposal and Investment represents a strategic allocation of capital designed to generate immediate and recurring cash flow for the benefit of its shareholders in a manner consistent with the Company's previously disclosed commitment to support diversified and innovative opportunities in high-potential areas.

Continuing Operations

The results of continuing operations for the periods ended March 31, 2025 and March 31, 2024 are presented below.

For the period ended March 31, 2025, the Company realized a net loss from continuing operations of $2,249,945 (March 31, 2024: $1,597,801) and had negative cash flows from operations of $1,560,740 (2024: $884,628).

The Company had net loss before tax in the period ended March 31, 2025, of $4,560,608 (March 31, 2024: $6,116,163). The variances impacting on net income before tax are mainly because of the purchase commitment provision related to the acquisition of the ADSL shares not yet acquired in the prior year, non-cash revaluations of the Company's derivative instruments, gains on dilution of the Company's investment in Britannia Mining Solutions Inc. and its share of losses in Britannia Mining Solutions Inc. at the year ended March 31, 2025.

The Company's cash from investing activities was negative $1,051,425 (March 31, 2024 – ($1,103,213)) due to additional investment in BMS during the year (the 2025 Debentures). In the prior year, investing outflows related to the acquisition of an additional 2% of ADSL's share capital in November 2023 and the acquisition of CosLab in June 2023. Investing cash flows related to the disposal of ADSL are included in cash flows provided by discontinued operations.

The Company had financing outflows of $380,159 (March 31 2024: ($59,416)) as a result of the July debentures and payments on the Company's lease liabilities and other debt.

Working capital as at March 31, 2025 was $6,273,303 (March 31, 2024 – negative $7,773,165) The positive variance is related to the cash proceeds on the sale of ADSL in January 2025.

Financial Information

Revenue

Revenue is generated by the Company's operating subsidiary CosLab and management fees from its subsidiaries and equity investment, BMS. For the year ended March 31, 2025, CosLab contributed $214,441 (March 31, 2024: $373,509) to total revenues. For the year ended March 31, 2025, Cosmetics Labs Limited reported a loss from operations of $548,796 (March 31, 2024: 586,287 loss). At March 31, 2024 the Group performed its annual impairment test of goodwill and determined that the interest in CosLab was impaired. An impairment charge was recorded in the year ended March 31, 2024. The Group continues to support the CosLab subsidiary financially and anticipates its return to profitability in the medium term.

Cost of Goods Sold and Gross Margin

Cost of goods sold is comprised of the direct consumables required for the formulation and testing of products as well as associated labour costs, and expenses related to manufacturing and production at CosLab. Gross profit for the period ended March 31, 2025, was $27,328 (March 31, 2024 - $137,717). The adverse variance is mainly due to negative gross profit margins at CosLab resulting from general increases in consumable and staffing costs.

Selling, general and administrative expenses for the year ended March 31, 2025 increased to $2,242,908 for the period compared to $1,459,644 for the comparative period. The increase is largely driven by costs related to the sale of ADSL, investments in management capability and general inflationary pressure at CosLab.

Finance expense for the year ended March 31, 2025 was $34,365 compared to $49,372 for the prior period. Finance expense is related to the interest cost on the Company's lease liabilities.

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Britannia Life Sciences Inc.
Management's Discussion and Analysis
For the years ended March 31, 2025 and March 31, 2024

Other Income and Expense

Other Income and Expense for the year ended March 31, 2025 was ($2,310,663) (March 31, 2024: $4,518,362). Other income and expense consists of the revaluation of the Company's loans and options at period end and are unrealized, as well as a gain on dilution of the Company's equity investment in Britannia Mining Solutions Inc. and the Company's share in the losses of Britannia Mining Solutions Inc.

The Company experienced a foreign exchange loss of $402,292 for the period ended March 31, 2025, compared to a $113,196 loss in the prior period.

Selected financial information, presented under IFRS in the table below:

	For the year ended March 31, 2025	For the year ended March 31, 2024
	$	$
Revenue	369,279	516,831
Gross margin	27,328	137,717
Loss from operations	(2,249,945)	(1,597,801)
Net loss from continuing operations	(4,560,608)	(6,116,163)
Comprehensive income (loss) for the period	8,380,192	(3,862,490)
Basic and diluted earnings (loss) per share	(0.03)	(0.03)

Off Balance Sheet Arrangements

As at March 31, 2025 and the date of this MD&A, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the results of operations or financial conditions of the Company.

Related Party Transactions

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. The directors, Chief Executive Officer, President, Chief Technical Officer and Chief Financial Officer are key management personnel.

	2025	2024
	$	$
Share based compensation	-	226,502
Salaries, fees and short term benefits	1,431,708	665,432
	1,431,708	891,934

As at March 31, 2025, accounts payable and accrued liabilities included accrued executive and director salaries, fees and short-term benefits of $1,240,446 (March 31 2024 - $608,973).

Director's loan

During the year ended March 31, 2022 a director extended a loan of $120,000 to the Company to cover expenses related to working capital and growth needs of the Group. The loan is without interest, unsecured and is repayable on demand. During the year ended March 31, 2025, the director loan was settled in its entirety via the issuance of convertible debentures (See Note 12)

During the year ended March 31, 2024, a Company director extended a loan of $27,034 (GBP 15,796) to CosLab to cover expenses related to its working capital and growth needs. The loan is without interest, unsecured and is repayable on demand and remains outstanding at March 31, 2025.

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Britannia Life Sciences Inc.
Management's Discussion and Analysis
For the years ended March 31, 2025 and March 31, 2024

Financial Instruments and Risk Management

The Company has classified its financial instruments as follows:

	March 31, 2025	March 31, 2024
	$	$
FVTPL assets, measured at fair value:
Cash	7,848,756	1,322,584
Contingent receivable	1,736,779	-
Option asset	87,355	-
FVTPL liabilities, measured at fair value:
Convertible debenture	1,542,147	-
Financial assets, measured at amortized cost:
Accounts receivable	228,111	1,208,975
Financial liabilities, measured at amortized cost:
Accounts payable and accrued liabilities	3,451,791	3,000,157
GLL loan payable	-	6,614,552
Purchase commitment provision	-	5,247,407
Director's loan	29,335	147,034
Lease liability	186,821	410,152
Other debt	99,608	115,681

The carrying value of the Company's financial instruments approximate their fair value.

Fair values of financial assets and financial liabilities

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. Fair value estimates are made at the statement of financial position date, based on relevant market information and other information about financial instruments.

The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

	Level 1	Level 2	Level 3	Total
Financial assets
Cash	7,848,756	-	-	7,848,756
Contingent receivable	1,736,779	-	-	1,736,779
Options	-	87,355	-	87,355
March 31, 2025	$ 9,585,535	$ 87,355	$ -	$ 9,672,890

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Britannia Life Sciences Inc.

Management's Discussion and Analysis

For the years ended March 31, 2025 and March 31, 2024

	Level 1	Level 2	Level 3	Total
Financial assets
Cash	1,322,584	-	-	1,322,584
March 31, 2024	$ 1,322,584	$ -	$ -	$ 1,322,584

As at March 31 2025, the Company held foreign currency options to purchase Canadian Dollars (CAD) using British Pounds Sterling (GBP). These instruments are held for trading purposes and are classified as financial assets at fair value through profit or loss (FVTPL) in accordance with IFRS 9 – Financial Instruments. The Company uses foreign currency options to take trading positions based on anticipated movements in exchange rates between GBP and CAD. These positions are not designated in hedge relationships and are entered into to generate trading gains. The Corporation's foreign currency option contracts are not traded in active markets. All of the Company's options are short term as they mature on April 1, 2025.

At March 31, 2025 the Group had an option to purchase CAD by selling GBP 1,000,000 at a strike price of 1.835, an option to purchase CAD by selling GBP 2,000,000 at a strike price of 1.84 and an option to purchase CAD by selling GBP 1,000,000 at a strike price of 1.83.

There were no transfers between level levels 1 and 2 for recurring fair value measurements for the year ended March 31, 2025. Further there was no transfer out of level 3 measurements.

The Company's activities expose it to a variety of financial risks including foreign currency risk, interest rate risk, credit risk, and liquidity risk. These financial instrument risks are actively managed by the Company's management under the policies approved by board of directors. The principal financial risks are managed by the Company's finance department who work hand in hand with the Board and other key management personnel.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company is mainly exposed to credit risk from credit sales and manages this risk by endeavoring only to deal with customers which are demonstrably creditworthy and through the continuous monitoring of financial exposure by customers.

Credit risk arises from cash and deposits with banks as well as credit exposure to outstanding receivables, the carrying amounts represent the Company's maximum exposure to credit risk.

The Company does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company is exposed to liquidity risk with respect to its contractual obligations and financial liabilities. The Company manages liquidity risk by forecasting its cash needs on a regular basis and seeking additional financing from operations and other sources including debt and equity markets as required.

The following table summarizes the maturities of the Company's non-derivative financial liabilities and contingent financial liabilities as at March 31, 2025 and 2024 based on undiscounted contractual cash flows:

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Britannia Life Sciences Inc.
Management's Discussion and Analysis
For the years ended March 31, 2025 and March 31, 2024

Payment due by period
	< 1 year	2 - 3 years	4 - 5 years	Total
Accounts payable and accrued liabilities	$ 3,451,791	$ -	$ -	$ 3,451,791
Lease liability	97,033	75,212	-	172,245
Convertible debenture	-	996,918	-	996,918
Director's loan	29,335	-	-	29,335
Other debt	99,608	-	-	99,608
March 31, 2025	$ 3,677,767	$ 1,072,130	$ -	$ 4,749,897
Payment due by period
---	---	---	---	---
	< 1 year	2 - 3 years	4 - 5 years	Total
Accounts payable and accrued liabilities	$ 3,029,482	$ -	$ -	$ 3,029,482
Lease liability	168,623	266,304	115,412	550,339
GLL loan	1,993,213	4,717,961	-	6,711,174
Director's loan	147,034	-	-	147,034
Other debt	103,451	12,230	-	115,681
Purchase commitment	10,333,463	-	-	10,333,463
March 31, 2024	$ 15,775,266	$ 4,996,495	$ 115,412	$ 20,887,173

Currency risk

The Group is exposed to currency risk to the extent that monetary operational expenses are denominated in US dollar and UK Pounds sterling while the functional currency of Canadian dollar is used for reporting. The Group enters into option contracts to mitigate some of the risk of fluctuations in the exchange rate of its holding of UK pounds sterling. Changes in the fair value of the contracts and the corresponding gains or losses are recorded quarterly and are included in the fair value adjustment on option contracts in the consolidated statement of comprehensive income and loss. The Group's strategy is to reduce the risk of fluctuations associated with foreign exchange rate changes. The option contracts are held to maturity and are either exercised at for a net profit or loss or expire at no obligation to the Group.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group is not exposed to significant interest rate risk.

Capital Disclosures

The Company's objectives when managing capital are to ensure its ability to continue as a going concern in order to pursue investments and opportunities which contribute to the success of the Company while providing shareholder returns. The company attempts to maximize returns to shareholders by also minimizing shareholder dilution and, when possible utilizing non-dilutive funding arrangements.

The Company includes equity comprised of share capital, contributed surplus, warrant reserve, options reserve and accumulated deficit in its definition of capital. The Company has financed it operations and capital requirements primarily through the issuance of shares and secured and convertible notes since inception.

The Company manages its capital structure and adjusts it in light of economic conditions and risk characteristics of its underlying assets. The Company may issue new shares or raise debt. The Company is not subject to any externally imposed capital requirements.

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Britannia Life Sciences Inc.
Management's Discussion and Analysis
For the years ended March 31, 2025 and March 31, 2024

Share Capital

Authorized

The Company has an unlimited number of authorized voting common shares (the "Common Shares").

Issued

The outstanding share capital is as follows:

| | Shares

| Amount | Share issuance costs

$ | Total
$ |
| --- | --- | --- | --- | --- |
| As at March 31, 2024 and 2025 | 162,254,339 | 17,121,061 | (13,714) | 17,107,347 |

There are nil common shares are held in escrow as at March 31, 2025 (March 31, 2024: 18,734,158).

Warrants

The continuity of the outstanding equity warrants for the year ended March 31, 2025 is as follows:

	Number of Warrants	Weighted average exercise price
		$
As at March 31, 2024	-	-
Granted on debenture issuance	15,532,712	0.06
Outstanding as at March 31, 2025	15,512,732	0.06
Exercisable as at March 31, 2025	15,512,732	0.06

Options

The Company has a stock option plan to be used to grant stock options to directors, management, employees, management company employees and consultants as a form of compensation. The number of common shares reserved for issuance of stock options is limited to a maximum of 10% of the issued and outstanding shares of the Company at any one time. There are no options outstanding at March 31, 2025. The Company did not recognize share-based payment related to the issuance of stock options for the year ended March 31, 2025 (March 31, 2024 - $226,502).

Risk Factors

Risks Relating to the Company's Common Shares

The Company has not paid any cash dividends on its common shares and, for the foreseeable future, the Company does not intend to pay any cash dividends on its common shares and therefore its shareholders may not be able to receive a return on their shares unless they sell them. Any decision to pay dividends on the common shares of the Company will be made by the Board of Directors based on the assessment of, among other factors, earnings, capital requirements and the operating and financial condition of the Company.

The market price and trading volume of the Company's common shares have been volatile and may continue to be volatile in the future. Variations in earnings estimates by securities analysts and the market prices of the securities of competitors may also lead to fluctuations in the trading price of the common shares. In addition, the financial markets may experience significant price and volume fluctuations that affect the market price of the Company's common shares that are not related to the Company's operating performance. Broad market fluctuation and economic conditions generally, may adversely affect the market price of the Company's common shares.

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Britannia Life Sciences Inc.
Management's Discussion and Analysis
For the years ended March 31, 2025 and March 31, 2024

The significant costs that the Company will incur as a result of being a public company in Canada could adversely affect its business.

Regulatory Compliance

In the normal course of operations, the Company is subject to various regulations, and violation of these could limit markets into which it can sell or lead to unknown liabilities. The Canadian consumer finance industry is subject to a complex and evolving regulatory environment. Federal and provincial authorities regulate interest rates, lending disclosures, debt collection practices, anti-money laundering (AML) compliance, and data privacy standards. Regulatory shifts, such as caps on maximum allowable interest rates or changes in licensing requirements, may significantly impact Cash Today's revenue model, operational cost base, and scalability. Heightened regulatory scrutiny, or failure by Cash Today to comply with applicable laws, could result in fines, sanctions, or reputational damage, which may materially reduce the value of the Company's investment and lead to adverse financial reporting outcomes. The Company considers itself well prepared and operates under caution to ensure the highest levels of safety and compliance exist.

Legal Matters

In the normal course of operations, the Company may be subject to a variety of legal proceedings, including commercial, product liability, employment, as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management's attention and resources, and can cause the Company to incur significant expenses. Furthermore, because litigation is inherently unpredictable, and can be very expensive, the results of any such actions may have a material adverse effect on our business, operations, or financial condition.

Management of Growth

The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth may have a material adverse effect on the Company's business, financial condition, results of operations and prospects.

While management believes that it will have made the necessary investments in infrastructure to process anticipated volume increases in the short term, the Company may experience growth in the number of its employees and the scope of its operating and financial systems, resulting in increased responsibilities for the Company's personnel, the hiring of additional personnel and, in general, higher levels of operating expenses. In order to manage its current operations and any future growth effectively, the Company will also need to continue to implement and improve its operational, financial and management information systems and to hire, train, motivate, manage and retain its employees. The Company will periodically review and manage its systems and processes through introduction of necessary planning solutions, as well as human resource functions, however there can be no assurance that the Company will be able to manage such growth effectively, that its management, personnel or systems will be adequate to support the Company's operations or that the Company will be able to achieve the increased levels of revenue commensurate with the increased levels of operating expenses associated with this growth.

In addition, contemplated collaborations involve numerous risks, including, but not limited to: substantial cash expenditures; technology development risks; potentially dilutive issuances of equity securities; incurrence of debt and contingent liabilities, some of which may be difficult or impossible to identify at the outset; difficulties in maintaining partnerships; potential disputes regarding contingent consideration; diverting the Company's management's attention away from other business concerns; entering markets in which the Company has limited or no direct experience; and potential loss of the Company's key employees or key employees. The Company's management has experience in entering collaborations; however, the Company cannot provide assurance that any collaboration will result in short-term or long-term benefits to it. Furthermore, the development or expansion of the Company's business may require a substantial capital investment by the Company.

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Britannia Life Sciences Inc.
Management's Discussion and Analysis
For the years ended March 31, 2025 and March 31, 2024

Exposure to Subprime Credit Risk

The Company's recent investment in Cash Today Inc., a Canadian consumer finance company, involves inherent credit risk due to the nature of its target market, namely underbanked individuals and small businesses that may lack access to traditional financial institutions. These borrowers often have limited or poor credit histories, irregular income sources, or volatile cash flows, all of which contribute to a higher probability of delinquency or default. Although the debenture is secured, the collateral value may not fully cover outstanding obligations in adverse scenarios. Additionally, any deterioration in macroeconomic conditions, such as rising interest rates, inflationary pressure, or regional economic downturns, may further impair the borrower's repayment capacity, thereby increasing credit losses and negatively impacting the performance and valuation of the Company's investment.

Liquidity Risk

The Company's recent investment in Cash Today Inc. consists of a senior secured debenture issued by a single private company operating in a specialized segment of the financial services sector. This concentrated exposure increases our vulnerability to risks specific to the issuer's operational performance and ability to service its debt obligations. While the debenture is secured by a first-priority claim over substantially all of the issuer's assets, there can be no assurance that the collateral will be sufficient to satisfy the obligation in the event of default or liquidation. As the debenture is issued by a non-public entity, it is inherently illiquid, with no active secondary market, and the ability to exit the position may be limited by a lack of qualified buyers or unfavorable market conditions. Should the issuer encounter financial distress or become unable to raise additional capital, the value of the debenture could be impaired, potentially affecting the recoverability of principal and interest.

Concentration Risk

The Company's recent financing provided to Cash Today Inc. represents a concentrated and material commitment to a single private company, which operates in a specialized segment of the financial services sector. This lack of diversification increases the Company's exposure to idiosyncratic risk tied to the borrower's operating and financial performance. There is limited or no public market for the securities held, and any attempt to divest our position may be constrained by a lack of buyers, contractual lock-up periods, or unfavorable pricing. In the event the company requires additional capital and is unable to raise funds on acceptable terms, or at all, it may experience financial distress that could jeopardize the Company's recovery of invested capital.

Reputational Risk

Engagement in lending to subprime or non-prime consumers can attract public and regulatory scrutiny, especially when involving high interest rates, aggressive collection tactics, or vulnerable populations. Even though the Company is not directly involved in the day-to-day operations of Cash Today Inc., the Company's affiliation as an investor may result in reputational risk. Negative media coverage, consumer complaints, or political pressure surrounding the investee's practices could influence public perception of the Company, potentially affecting stakeholder relationships, brand equity, or access to capital.

Borrower Credit and Enforcement Risk

As a senior secured lender, the Company is exposed to credit and performance risks associated with the borrower's financial condition and compliance with the terms of the credit facility. A deterioration in the borrower's operations, liquidity, or ability to meet covenant obligations may lead to default, which could require enforcement of security interests. There is no assurance that recovery on the secured assets will be sufficient to cover the outstanding obligations, particularly in adverse market or insolvency scenarios.

Confidentiality of Proprietary Information

The Company and its subsidiaries' employees and consultants have access, in the course of their duties, to proprietary information of clients of the Company and specifically their formulations, research data, marketing strategies, and trade secrets. The Company endeavors to maintain strict confidentiality agreements and internal data protection policies with regards to the proprietary material of its clients', however there can be no guarantee that these existing policies, procedures, and systems will be sufficient to address the privacy concerns of existing and future clients in the event that a breach of privacy occurs as a result of inadvertent disclosure, misappropriation, cyberattacks, employee misconduct, or breaches of physical or digital security protocols.. If a client's privacy is violated, or if the Company is found to have violated any law or regulation, it could be liable for damages or for criminal fines and/or penalties.

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Britannia Life Sciences Inc.
Management's Discussion and Analysis
For the years ended March 31, 2025 and March 31, 2024

People and Process Risk

A variety of factors may affect the Company's future growth and operating results, including the strength and demand for the Company's services, the extent of competition in our markets, the ability to recruit and retain qualified personnel, and the ability to address consumer demand. The Company relies on certain key employees whose skills and knowledge are critical to maintaining the Company's success. The Company always strives to identify and retain key employees and always strives to be competitive with compensation and working conditions.

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