Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended June 30, 2025

 

☐ TRANSITION REPORT UNDER SECTION 13
OR 15 (d) OF THE EXCHANGE ACT

 

For the transition period from _________ to _________

 

Commission File Number: 000-12641

 

DALRADA FINANCIAL CORPORATION

(Name of Small Business Issuer in its charter)

 

Wyoming	38-3713274
(state or other jurisdiction of incorporation or organization)	(I.R.S. Employer ID. No.)

 

600 La Terraza Blvd., Escondido, California
92025

(Address of principal executive offices)

 

858–283-1253

Issuer’s telephone number

 

Securities registered pursuant to Section 12(b)
of the Act: None

 

Securities registered pursuant to Section 12(g)
of the Act: None

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.005 par value per share		DFCO		None

  

Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

 

Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐     No ☒

 

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☐     No ☒

 

Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☐    
No ☒

 

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer”, “accelerated filer” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
Emerging growth company ☐

 

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. Yes ☐ No ☒

 

If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes ☐ No ☐

 

Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐    No ☒

 

State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second
fiscal quarter: $4,950,569.

 

As of September 29, 2025, the registrant’s outstanding stock
consisted of 120,157,113 common shares.

 

 

 

DALRADA FINANCIAL CORPORATION

 

Table of Contents

 

PART I
Item 1.	Description of Business	1
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	4
Item 1C.	Cybersecurity	4
Item 2.	Description of Property	5
Item 3.	Legal Proceedings	5
Item 4.	Mine Safety Disclosures	6
PART II
Item 5.	Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	9
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 8.	Financial Statements and Supplementary Data	19
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	20
Item 9A.	Controls and Procedures	20
Item 9B.	Other Information	21
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	22
Item 11.	Executive Compensation	26
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	29
Item 13.	Certain Relationships, Related Transactions and Director Independence	30
Item 14.	Principal Accountant Fees and Services	31
Item 15.	Exhibits and Financial Statement Schedules	31
	Signatures	33

 

 

 

 

 

PART I

 

Item 1. Description of Business

 

Company Overview

 

Moving the world forward takes bold resolve that
turns ideas into actions and builds real-time solutions that positively impact people and the planet. Dalrada Financial Corporation (“Dalrada”
or the “Company”) accelerates positive change for current and future generations by harnessing true potential and developing
products and services that become transformative innovations.

 

Dalrada has five business divisions: Genefic,
Dalrada Climate Technology, Dalrada Precision Manufacturing, Dalrada Technologies and Dalrada Corporate. Within
each of these divisions, the Company drives transformative innovation while creating solutions that are sustainable, accessible, and affordable.
Dalrada’s global solutions directly address climate change, gaps in the health care industry, and technology needs that facilitate
a new era of human behavior and interaction and ensure a bright future for the world around us.

 

Genefic

 

Genefic delivers advanced health care solutions
with dedicated products, services, and systems. From virus and disease screening capabilities to pharmaceutical goods and holistic wellness
clinics, When the world needs advanced health care, Genefic delivers with ingenuity, accessibility, and affordability. This specialized
division is committed to developing key health products, lifesaving medications and building comprehensive systems to increase capability,
strive to keep people healthy with the goals of improving their quality of life and increasing their longevity– on a global level.

 

Genefic Specialty Pharmacy
(“Genefic Pharmacy”)– Genefic Pharmacy (formerly Genefic Specialty Pharmacy Rx Solutions) is an Alabama-based pharmacy
with more than 30 years of experience in the retail medical and pharmaceutical industries. Genefic Pharmacy specializes in providing expert
care and managing disease states through comprehensive prescription management, education, nursing, and total health solutions. Genefic
Pharmacy maintains pharmacy licenses in all 50 States as well as Washington D.C.

 

Genefic Infusion Rx–
Genefic Infusion Rx is a Louisiana-based infusion pharmacy which handles all aspects of fluid and medication infusion, via intravenous
or subcutaneous application. Genefic Infusion Rx serves as an essential with healthcare systems, enhancing the infusion process through
efficient authorization and prescription management. Its state-of-the-art compounding facility is led by one of only eight pharmacists
in Louisiana with a sterile compounding board certification, ensuring top-tier precision and quality in medication preparation.

 

Boost Diagnostics–
Boost Diagnostics (formerly Empower Genomics and Genefic Diagnostics) is Dalrada’s wholly owned diagnostic laboratory subsidiary
which processes molecular diagnostic and antibody tests to support the diagnosis of COVID-19 and the detection of immune response to the
virus. Boost Diagnostics has built up and maintained the testing capacity to handle surges in COVID-19 testing demands. Boost Diagnostics
also offers genetic testing capabilities including Pharmacogenomics, Nutraceutical, Nutrition/Diet DNA and Exercise/Fitness DNA tests.

  

Dalrada Career Institute
(“DCI”) (aka International Health Group (“IHG”)) – DCI provides highly trained nursing and medical assistants
for hospitals and home health facilities since 2006. DCI’s programs include Licensed Vocational Nurse (“LVN”), Medical
Assistant Program (“MA”), Certified Nursing Assistant (“CNA”) and Home Health Aide (“HHA”) training.

 

 

 

 

Dalrada Climate Technology

 

Dalrada Climate Technology (“DCT”)
is a segment which incapsulates energy services and state-of-the-art technology within the climate sustainability space. DCT employs next-generation
technology and services which enhances clean energy efforts while reducing the world’s carbon footprint. As a premier industrial
heat pump manufacturer, Dalrada delivers innovation and efficiency, building solutions that reduce energy consumption and minimize carbon
footprints, increase operational efficiencies, meet environmental, social, and governance (ESG) goals, and lower energy costs for clients. 

  

Dalrada Technology Limited
(“DTL”) – DTL is a holding company for all United Kingdom and European based Dalrada Climate Technology entities.

 

Likido Ltd. (“Likido”)
– Likido is an international engineering company developing advanced solutions for the harvesting and recycling of energy. Using its novel,
heat pump systems (patent pending), Likido is working to revolutionize the renewable energy sector with the provision of innovative modular
process technologies to maximize the capture and reuse of thermal energy for integrated heating and cooling applications. With uses across
industrial, commercial and residential sectors, Likido provides cost savings and minimized carbon emissions across global supply chains.
Likido’s technologies enable the effective recovery and recycling of process energy, mitigating against climate change and expected enhancement
of quality of life through the provision of low-carbon heating and cooling systems. Likido’s products currently include the
DCT One Heat Pumps (formerly Likido®ONE) and DCT Cryo Chiller. Likido also offers heat pump solutions specifically designed for residential
purposes.

 

During 2023, the U.S. Government
selected DCT One Series high-performance, low-carbon heat pump for real-world testing in a prestigious clean energy program. The implementation
of the DCT One Series testing is still in process. The expected positive results should not only increase market acceleration and adoption
within the federal government acceptance of groundbreaking eco-friendly technology but should also accelerate adoption within the commercial
building industry.

 

Dalrada Technology Spain
L.T. (“DTS”)- DTS was established as a Spanish subsidiary of DTL for the expansion of the manufacturing and sale of the
DCT One Series and DCT Cryo Chiller throughout Europe.

 

Dalrada Energy Services
(“DES”)– DES provides end-to-end comprehensive energy service solutions in a robust commercial capacity. DES helps organizations
meet ESG goals and standards while mitigating negative environmental impacts.

 

Bothof Brothers Construction
(“Bothof”)– Bothof is a licensed general contractor which provides a wide range of development, construction and design
capabilities and expertise throughout the United States. Through Bothof’s extensive experience in construction and contracting,
the DES division can provide a myriad of additional services to its private and public works customers.

 

Dalrada Home Corporation
(“Dalrada Home”)- Dalrada Home Corporation was established in February of 2024. Dalrada Home’s cutting-edge sustainability
solutions are designed specifically for residential purposes. Our home heat pumps help us lead the way in providing innovative climate
technology products and services to residential customers.

 

Grand Entrances– Grand Entrances is a California
based custom door and hardware retail store.

 

Dalrada Precision Manufacturing

 

Dalrada Precision Manufacturing creates total
manufacturing solutions that start with the design and development of high-quality machine parts and components, and end with an efficient
global supply chain. This specialized business division can meet today’s high demands and solves industry challenges. Dalrada Precision
Manufacturing is confident that it redefines the critical quality of the world’s top components and responds with in-house research,
design, engineering, and distribution through a highly reliable global supply chain and improved time-to-market capabilities.

 

 

 

 

Dalrada Precision Parts
(“Precision”) – Precision extends the client its engineering and operations team by helping devise unique manufacturing
solutions tailored to their products. Dalrada Precision can enter at any stage of the product lifecycle from concept and design to mass
production and logistics.

 

Deposition Technologies
(“DepTec”) – DepTec designs, develops, manufactures, and services chemical vapor and physical vapor deposition systems
for the microchip and semiconductor industries.

 

DepTec has built an impressive
catalogue of precision OEM (Original Equipment Manufacturer) parts for PVD (Physical vapor deposition) systems and the Company’s
refurbished systems which allows clients the option of purchasing the same model of system they’ve been using for decades –but
with significant upgrades and improved efficiencies. Older systems can now operate more reliably with additional control and monitoring
plus longer lifespans. DepTec also has its own PVD and CVD (Chemical Vapor Deposition) systems, EVOS-PVD and EVOS -CVD, which deposits
metals and non-metals for microchips used in almost every standard and specialized microdevices made today and in the future. These systems
can produce a superior film layer utilized in rugged high-stress environment designs.

 

Ignite I.T. (“Ignite”)
– Ignite is a manufacturer and seller of eco-friendly deep cleaners, parts washers and degreasers that are specially formulated to lift
hydrocarbon-based dirt and grease from virtually all surfaces with minimal effort. Ignite products are non-flammable, non-corrosive, non-toxic,
butyl-free, water-based, and leave a light citrus scent. Ignite is developed for all surfaces suitable for water and meets or exceed the
most stringent industry-testing specifications.

 

Dalrada Technologies

 

Dalrada Technologies has worked with some of the
world’s most recognizable companies, providing digital engineering for cutting-edge software systems and offering a host of robust
digital services. This business division connects the world with integrated technology and innovative solutions, delivering advanced capabilities
and error-free results. Dalrada Technologies creates digital products with expert computer information technology and software engineering
services for a variety of technical industries and clients in both B2B and B2C environments.

 

Prakat (“Prakat”)
– Prakat is an ISO 9001-certified company that provides end-to-end technology services across various industries, improving the value
chain. The Company specializes in test engineering, accessibility engineering, product engineering, application modernization, billing
and revenue management, CRM, and block chain. Prakat provides global customers with software and technology solutions specializing in
Test Engineering, Accessibility Engineering, Product Engineering and Application Modernization.

 

Dalrada Corporate

 

Dalrada Corporate covers the activities which
support the entire suite of Dalrada subsidiaries. Dalrada Corporate includes the areas of administration, finance, human resources, legal
advice, information technology, and marketing. It also contains executive management and shareholder-related services.

 

Research and Development

 

We spent $0 on research and development activities
during the years ended June 30, 2025, and 2024, respectively. We anticipate that we will incur additional expenses on research and development
over the next 12 months. Our planned expenditures on our operations or a business combination are summarized under the section of this
Annual Report on form 10-K entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations”.

 

 

 

 

Item 1A. Risk Factors

 

Not applicable to smaller reporting companies.

 

Item 1B. Unresolved Staff Comments

 

Not applicable to smaller reporting companies.

 

Item 1C. Cybersecurity

 

Risk management and strategy

 

Cybersecurity risk management is an important
part of the Company’s overall risk management efforts. We maintain a comprehensive enterprise-wide information security program
that comprises policies and controls designed to identify, safeguard against, detect, respond to, mitigate and manage reasonably foreseeable
cybersecurity risks and threats. Our approach utilizes diverse security tools to prevent, identify, investigate, resolve and recover from
vulnerabilities and security incidents. These include, but are not limited to, internal reporting, monitoring and detection tools. We
use a collaborative, enterprise-wide strategy to address cybersecurity risks and allocate significant resources to our cybersecurity and
risk management processes, which efforts are intended to adapt to the evolving cybersecurity landscape and promptly address emerging threats.
Our cybersecurity risk management program aligns with the National Institute of Standards and Technology (NIST) framework and is organized
into five key functions: identification, protection, detection, response and recovery. We regularly assess the threat landscape and employ
a layered cybersecurity strategy to prevent, detect and mitigate threats.

 

We assess risks associated with third-party providers
as part of our overall cybersecurity risk management framework by reviewing system and organization controls reports, when available,
and other independent reports. We also generally require third parties to, among other things, maintain security controls to protect our
confidential information and to promptly notify us of material breaches that may impact our data. Our security controls include:

 

	·	Network traffic monitoring and filtering
	·	Usage of Sentinelone
	·	Proofpoint to protect against phishing attacks
	·	OS/Hardware hardening
	·	OS/Software hardening
	·	Physical barriers to hardware access
	·	Usage of on prem hardware firewall
	·	VLANs in order to keep less secure hardware such as printers and scanners on their own VLAN to minimize attack vectors

 

Our Board of Directors has oversight of our enterprise
risk assessment and risk management processes, as well as the steps taken to mitigate these risks, including for cybersecurity matters.
The Audit Committee of our Board of Directors has oversight of cybersecurity risk assessment and risk management policies as part of its
risk management oversight responsibilities. Any significant cybersecurity matters, including those related to incidents, are escalated
to the Board of Directors.

 

We face cybersecurity threats in the ordinary
course of our business and have faced cybersecurity threats and breach attempts in the past. Such threats and breach attempts have not
materially affected our business, strategy, results of operations or financial condition. At any given time, however, we may face known
or unknown cybersecurity risks and threats that cannot be fully prevented or mitigated, and we may discover vulnerabilities in our cybersecurity
programs. Therefore, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse
effect on us.

 

 

 

 

Item 2. Description of Property

 

We currently lease 87,674 square feet of office,
medical, pharmacy and warehouse space in California, Alabama, Oregon, Louisiana, Scotland, Spain, and India, with leases that expire through
2030.

 

				Square
				Footage			Lease
Location		Type		(approximate)			Expiration
Escondido, California		Corporate Headquarters			6,964			6/30/2027
San Diego, California		Office			8,228			3/14/2028
Escondido, California		Office			2,992			6/30/2027
Chula Vista, California		Office, Medical Suite			3,200			1/31/2027
San Diego, California		Office, Medical Suite			9,016			8/31/2028
Bengaluru, India		Office			3,300			4/1/2026
Florence, Alabama (1)		Pharmacy			1,443			5/31/2025
Livingston, Scotland		Office, Warehouse			4,500			8/27/2025
Escondido, California		Office			562			12/31/2027
Livingston, Scotland		Office, Warehouse			19,000			11/2/2027
Bergondo, Spain		Office, Warehouse			9,000			5/31/2028
Metairie, Louisiana		Office, Medical Suite			6,468			9/30/2025
San Diego, California		Office, Warehouse			7,351			5/1/2030
Portland, Oregon		Office, Warehouse			5,650			4/30/2027

 

(1)

This lease expired on 5/31/25 and resumed on a month-to-month basis.

 

Item 3. Legal Proceedings

 

In September 2023, Asset Group, Inc. (“Asset”)
filed a breach of contract with Dalrada Health Products (“DHP”) in the Superior Court of San Diego. The case arises out of
a Purchase Order wherein Asset agreed to pay DHP the sum of $3,240,000 for the purchase of 1,800,000 IRIS Ear Loop Face Masks during the
COVID-19 pandemic. Asset filed a complaint alleging DHP did not have authority to sell the masks. However, DHP have provided their counsel
with proof of authority and are preparing a Cross-Complaint for Asset’s material breach of the contract. This matter is currently
set for trial January 31, 2025. On January 15, 2025 DHP filed a cross-complaint against Asset Group and Dimco Holdings for tortious interference
with contractual business relations. DHP contends that Asset and Dimco owe DHP the profits it would have made ($3,240,000) had Dimco not
interfered with the sale. A jury trial is now scheduled for April 2026. Discovery is currently ongoing.

 

In March 2024, MDIQ filed a breach of contract
with Dalrada Financial Corporation (“DFCO”) in Collin County Texas Superior Court. MDIQ was hired to process insurance claims
for COVID-19 testing performed by Empower Genomics. MDIQ failed to perform yet filed a civil collection case against DFCO for failure
to pay the invoices. DFCO is now in the process of counter suing for approximately $2,000,000 of unpaid claims that we would have benefitted
from had MDIQ performed according to the contract. No trial date has been set in this matter and the parties are in the process of conducting
discovery.

 

A former consultant, Simon Gray, and distribution
representative, DePrey Company, acted in concert with supplier Zhongshan Mide Hardware Products Co., Ltd. (“Mide”) to misappropriate
Fastenal Company purhcase orders and ultimately extract Dalrada Manufacturing out of its contractual relationship. DFCO has filed a lawsuit
against DePrey Company and Simon Gray in July for a breach of contract and intentional interference with contractual relationships in
the California Southern District Court. No trial date has been set in this matter and the parties are in the process of conducting discovery.

 

 

 

 

In June 2024, DFCO filed a case in the California
Southern District Court alleging, among other causes of action, fraud, breach of contract, unjust enrichment following DFCO purchasing
Likido company from Stuart Cox and his failure to disclose pertinent financial liabilities he had incurred prior to the sale of the company
to DFCO. Case was thought to be resolved at mediation, but Mr. Cox filed a motion to vacate the settlement agreement and proceed with
litigation. Case is currently under submission and awaiting a decision from the Court.

 

On November 19, 2024, DFCO filed a lawsuit in the Southern Calif. District
Court against William Bonar, Samantha and Ian MacKenzie, Jillian Hughes and Marion Bonar (“Defendants”) alleging numerous
causes of action, including but not limited to fraud, tortious interference with contractual relations, and misappropriation of trade
secrets. The Defendants were employed by or were directors of DFCO’s UK subsidiaries located in Scotland and England. No trial date
has been set and DFCO is in the process of conducting discovery.

 

On November 27, 2024, FFF Enterprises filed a lawsuit against Genefic,
Inc. and DFCO as an alleged breach of a service agreement with a demand for $564,743.48. Genefic/DFCO has filed a motion to dismiss DFCO
as a defendant because they were never a party to
the agreement and filed an Answer on behalf of Genefic. The case has been settled and no further liability is owed.

 

On June 20, 2024, a former employee filed a complaint alleging numerous
labor law violations after being laid off along with several other employees. A jury trial has been scheduled for October 10, 2025. DFCO
is in the process of conducting in depth discovery in this matter.

 

On March 27, 2025, Lamie RB Investments, LLC filed a suit for breach
of a lease contract with Genefic, Inc. Lamie RB Investments, LLC is seeking damages in the amount equal to the term of the lease. Genefic,
Inc. has filed a motion to dismiss on the grounds that Plaintiff failed to mitigate their damages.

 

On July 7, 2025, the Company filed a lawsuit against Wells Fargo for
having released the Pala funds while the account was frozen for litigation. The lawsuit is a civil case filed in San Diego Superior Court.

 

On August 11, 2025 Dalrada Precision Manufacturing Inc., a subsidiary
of DFCO, filed a complaint in the San Diego Superior Court against Global Resources Sustainability Group, LLC and Richard Abernathy for
fraud, conversion, breach of contract and violation of Bus. & Prof. Code 17200. This case is in the initial stages of prosecution.

 

Item 4. Mine Safety Disclosures

 

Not applicable to our Company.

 

 

 

 

 

 

 

 

PART II

 

Item 5. Market for Common Equity, Related Stockholder Matters and
Small Business Issuer Purchases of Equity Securities

 

Market Information

 

Our shares of common stock are quoted on the OTC
Markets Group’s Pink^® Open Market under the symbol DFCO. Set forth below are high and low bid prices for our common
stock for each quarterly period in the two most recent fiscal years. Such quotations reflect inter-dealer prices, without retail mark-up,
markdown or commissions and may not necessarily represent actual transactions in the common stock.

 

Period		High				Low
Fiscal 2025
First Quarter ended September 30, 2024		$	0.2000			$	0.1100
Second Quarter ended December 31, 2024		$	0.1500			$	0.0400
Third Quarter ended March 31, 2025		$	0.0900			$	0.0000
Fourth Quarter ended June 30, 2025		$	0.0500			$	0.0100
Fiscal 2024
First Quarter ended September 30, 2023		$	0.3500			$	0.1100
Second Quarter ended December 31, 2023		$	0.4600			$	0.1800
Third Quarter ended March 31, 2024		$	0.2100			$	0.1400
Fourth Quarter ended June 30, 2024		$	0.2400			$	0.1400

 

Number of Holders

 

There were 120,157,113 and 88,699,139 issued and
outstanding shares of common stock held by a total of 605 and 560 shareholders of record as of June 30, 2025, and 2024, respectively.

 

Dividends

 

No cash dividends were paid on our shares of common
stock during the fiscal years ended June 30, 2025, and 2024. We have not paid any cash dividends since our inception and do not foresee
declaring any dividends on our common stock in the foreseeable future.

 

Recent Sales of Unregistered Securities

 

In July 2023, the Company issued 500,000 shares
of common stock in connection with a fee for a third-party loan in the amount of 1,200,000. The company ascribed $60,000 to those shares
recorded as a debt discount. The Company issued these shares of common stock pursuant to the exemption from registration provided by Section
4(a)(2) of the Act in that such issuance did not constitute a public offering.

 

In July 2023, the Company issued 109,637 shares
of common stock pursuant to the Stock Purchase Agreement with Prakat Solutions Inc. for $14,413. This issuance was a follow on with certain
legacy stockholders of Prakat to the 2020 purchase by the Company of 72% of Prakat. The Company issued these shares of common stock pursuant
to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute a public offering.

 

 

 

 

In September and December 2023, April and May
2024, the Company issued a total of 500,000 shares of common stock related to earn-out payments in the acquisition of Genefic Specialty
Pharmacy. The Company ascribed $106,250 to those shares recorded at the value of the shares upon issuance. The Company issued these shares
of common stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute
a public offering.

 

In October 2023 the Company issued 500,000 shares
of common stock pursuant to a loan agreement for $173,000. The Company issued these shares of common stock pursuant to the exemption from
registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute a public offering.

 

In December 2023 and April 2024, the Company issued
a total of 1,000,002 shares of common stock related to the acquisition of DepTec (SSCe) for $200,947. The Company issued these shares
of common stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute
a public offering.

 

In February 2024, the Company issued 4,666,665
shares of common stock related to a Company conducted private placement for aggregate proceeds of $604,001, or $0.13 per share. The Company
used the proceeds for operating capital. The Company issued these shares of common stock pursuant to the exemption from registration abiding
by Rule 506 under Regulation D.

 

In February 2024, the Company issued 1,200,000
shares of common stock pursuant to consulting agreements resulting in $241,200 in consultancy fees. The Company issued these shares
of common stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute
a public offering.

 

On October 14, 2024, the Company converted 4,400
shares of Series I Stock to 22,200,000 shares of its common stock and issued an additional 781,670 shares of its common stock pursuant
to the DepTec Valuation Shortfall.

 

In February 2025, the Company approved a consulting agreement whereby
the consultant shall be issued 3,000,000 shares of common stock over a three-year period beginning May 1, 2024. The consulting fees associated
with the consulting agreement is $33,000 over the three-year period. 

 

Preferred Stock:

  

On March 29, 2024, the Company converted $13,318,943
of related party debt principal and interest into 15,951 shares (effective price of $835 per share) of Series I Convertible Preferred
Stock (“Series I Stock”). The Series I Stock shall convert at one share of Series I Stock to 5,000 shares of common stock
(equivalent to converting the related dollars into common shares at $0.167 per share). The Company issued these shares of common stock
pursuant to the exemption from registration provided by Section 3(a)(9) of the Act in that such issuance did not constitute a public offering.

 

Pursuant to the acquisition agreement dated April
6, 2022 between the Company and Silicon Services Consortium Ltd. (“SSCe”), the sellers of SSCe were to be issued 3,000,000
shares of its common stock evenly every quarter for 24 months with the initial distribution to take place on the effective date (the “Share
Consideration”). If at the end of the 24-month stock distribution period, beginning on the effective date of April 7, 2022 (the
“Distribution Period”), the value of common stock consideration does not equate to 4,000,000 GBP (the “Target Amount”)
in value, then the Company shall issue additional stock equal to the shortfall between the value of the Share Consideration and the Target
Amount (the “Valuation Shortfall”). At the end of the Distribution Period, the sellers of SSCe were to be issued an additional
$4,440,000 in stock as a result of the Valuation Shortfall. The Company share price at the end of the Distribution Period was $0.20, creating
an additional 22,200,000 shares of common stock due to the sellers of SSCe. Pursuant to board resolution dated May 22, 2024, Valuation
Shortfall shares were issued into 4,440 shares of Series I Convertible Preferred Stock (“Series I Stock”) as opposed to common
stock. The Series I Stock shall convert at one share of Series I Stock to 5,000 shares of common stock (equivalent to converting the related
dollars into common shares at $0.167 per share). The Series I Stock does not have voting rights. The Company issued these shares of common
stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute a public
offering.

 

 

 

 

On June 30, 2024, the Company converted $3,924,499
of related party debt principal and interest into 4,700 shares (effective price of $835 per share) of Series I Convertible Preferred Stock
(“Series I Stock”). The Series I Stock shall convert at one share of Series I Stock to 5,000 shares of common stock (equivalent
to converting the related dollars into common shares at $0.167 per share). The Series I Stock does not have voting rights. The Company
issued these shares of common stock pursuant to the exemption from registration provided by Section 3(a)(9) of the Act in that such issuance
did not constitute a public offering.

 

On October 14, 2024, the Company converted 4,400
shares of Series I Stock to 22,200,000 shares of its common stock.

 

On June 25, 2025, the Company converted $11,861,578
of related party debt principal and interest into 14,205 shares (effective price of $835 per share) of Series I Convertible Preferred
Stock (“Series I Stock”). The Series I Stock shall convert at one share of Series I Stock to 5,000 shares of common stock
(equivalent to converting the related dollars into common shares at $0.167 per share). The Series I Stock does not have voting rights.
The Company issued these shares of common stock pursuant to the exemption from registration provided by Section 3(a)(9) of the Act in
that such issuance did not constitute a public offering.

 

Other Stockholder Matters

 

None.

 

Item 6.  Selected Financial Data

 

Not applicable to smaller reporting companies.

 

Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations

 

You should read the following discussion and analysis
in conjunction with our financial statements, including the notes thereto, included in this Report. Some of the information contained
in this Report may contain forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended
(the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information
may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance, or achievements
to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking
statements which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by the use
of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,”
“believe,” “intend” or “project” or the negative of these words or other variations on these words
or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance
that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those
expressed or implied by the forward-looking statements as a result of various factors. We undertake no obligation to update publicly any
forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

Our Independent Registered Public Accounting Firm’s
report contains a statement that our net loss and limited working capital raise substantial doubt about our ability to continue as a going
concern. Our independent registered public accountants have stated in their report (included in Item 8 of the Financial Statements) that
our significant operating losses and working capital deficit raise substantial doubt about our ability to continue as a going concern.
We incurred a net loss of $24,672,190 and 29,185,898, respectively, for the years ended
June 30, 2025 and 2024. Although the Company continues to rely on equity and debt investors to finance its losses, it is implementing
plans to achieve cost savings and other strategic objectives to address Company profitability. In addition to raising debt and equity
financing, the Company continues to focus on growing the subsidiaries anticipated to be most profitable while reducing investments in
areas that are not expected to have long-term benefits. The Company will continue to pursue synergistic opportunities to enhance its business
portfolio.

 

 

 

 

Industry Overview

Dalrada has five business divisions: Genefic,
Dalrada Climate Technology, Dalrada Precision Manufacturing, Dalrada Technologies and Dalrada Corporate. Within
each of these divisions, the Company focuses on various markets within health care and technology.

 

Specialty Pharmaceutical and Infusion Market

The specialty pharmaceutical and infusion market
is a large and rapidly growing sector, characterized by a shift from hospital to outpatient and in-home care settings. Growth drivers
include an aging population, increasing prevalence of chronic diseases and the introduction of novel, high-cost therapies.

 

Health Care Education Market

The healthcare education market is experiencing
significant growth driven by technology integration, an aging population, and a high demand for skilled healthcare workers.

 

Heat Pump Technology Market

The global heat pump technology market continues
to grow, primarily driven by the efficiency of heat pumps for decarbonization, significant government incentives, integration with renewable
energy and smart systems and technological advances.

 

Deposition Technology Market

The deposition technology market, driven by demand
in the semiconductor, electronics and solar industries, is experiencing robust growth. Key market drivers include the need for miniaturized
devices, high-performance materials, and advanced coatings for new applications.

 

Energy Services Market

Digital engineering is a strategic, integrated
digital approach that incorporates authoritative data, models and computational tools to support system development, operation and maintenance
throughout the entire lifecyle. It connects disparate data and models, enabling engineers to collaborate, simulate, analyze and innovate
more efficiently in virtual environments. This methodology transforms traditional linear engineering processes into iterative one, making
product development more agile and accelerating the deployment of new technologies.

 

Acquisitions

During the year ended June 30, 2025, the Company
acquired Grand Entrances to complement the Dalrada Climate Technology segment. During the year ended June 30, 2024, the Company acquired
IV Services, LLC to complement the Genefic segment.

 

Refer to “Note 3. Business Combinations”
to the Consolidated Financial Statements for discussion regarding the Company’s acquisitions.

 

RESULTS OF OPERATIONS

 

The following table sets forth the results of
our operations for the years ended June 30, 2025, and 2024:

 

		Year Ended June 30, 2025
		Genefic				Dalrada Climate Technology				Dalrada Precision Manufacturing				Dalrada Technologies				Corporate				Consolidated
Revenues		$	10,424,584			$	8.081,063			$	448,409			$	1,348,747			$	–			$	20,302,803
Loss from Operations			(3,617,276	)			(2,864,224	)			(4,006,024	)			(62,001	)			(9,909,185	)			(20,458,710	)

 

 

 

 

		Year Ended June 30, 2024
		Genefic				Dalrada Energy				Dalrada Precision Manufacturing				Dalrada Technologies				Corporate				Consolidated
Revenues		$	13,217,899			$	2,804,236			$	2,447,148			$	1,373,136			$	–			$	19,842,419
Loss from Operations			(6,611,308	)			(6,314,398	)			(1,349,321	)			(235,104	)			(12,329,215	)			(26,839,346	)

  

Dalrada Financial Corporation manages five primary
segments: 1) Genefic (formerly Dalrada Health); 2) Dalrada Climate Technology; 3) Dalrada Precision Manufacturing; 4) Dalrada Technologies;
and 5) Dalrada Corporate. The business segment data (see “Note 11. Segment Reporting”) should be read in conjunction with
this discussion.

 

Revenues and Cost of Revenues

 

Genefic

 

Total Revenues for Genefic decreased to $10,424,584,
or 21.1% from last year’s revenue of $13,217,899.

 

Genefic Specialty Pharmacy revenue decreased $6,858,370,
or 51.9% compared to $13,217,899 in the prior year ended June 30, 2024. The decrease was a result of a shift from high volume, low margin
specialty pharmacy prescriptions to a lower volume, high margin prescription model. Genefic Specialty Pharmacy’s debt service during
fiscal year also affected revenue growth. The cost of revenue decreased $4,042,547, or 40.2% compared to $10,055,733 in the prior year
ended June 30, 2024.

 

IV Services’ revenue increased $1,811,589,
or 696.59% compared to $260,115 in the prior year ended June 30, 2024. The increase was a result of the infusion pharmacy operating for
a full 12 month period.

 

DCI generated $1,993,351, or 19.1% of the
total revenue for Genefic. DCI’s revenue increased by $654,391 from the prior year ended June 30, 2024, or 48.9%. The increase in
revenue was a result of obtaining Licensed Vocational Nursing (“LVN”) accreditation along with a rising number of students
entering and graduating from DCI’s Certified Nursing Assistant (“CNA”), Medical Assistant and Home Health Aid (“HHA”)
Certification programs.

 

Dalrada Climate Technology (Formerly Dalrada
Energy Services)

 

Total Revenues for Dalrada Climate Technology
increased $5,276,827, or 188.17% from the prior year ended June 30, 2024 revenue of $2,804,236.

 

Dalrada Energy Services generated $1,039,181,
or 13.55% of the total revenue for the Dalrada Climate Technology segment. Revenue for Dalrada Energy Services increased by $751,061,
or 260.7% from the prior year ended June 30, 2024. The increase in revenue was a result of closing the Averett University project.

 

Bothof Brothers Construction (“Bothof”)
generated $4,246,357, or 56.2% of the total revenue for the Dalrada Climate Technology segment. Bothof revenue increased by $2,040,809,
or 73.8% from the prior year ended June 30, 2024. Bothof generated revenue in its construction and contracting services throughout the
United States. Bothof Brothers’ customers include both residential and commercial projects in the private and public sectors. During
the year, $1,602,577 of revenue was generated through related parties. The cost of revenue increased $327,131, or 12.3% compared to $2,664,363
in the prior year the prior year ended June 30, 2024.

 

Grand Entrances, acquired in August of 2024, generated
$1,243,171 or 15.38% of the total revenue for the Dalrada Climate Technology segment. Grand Entrances customers consist of contractors,
designers and residential customers.

 

 

 

 

Dalrada Precision Manufacturing

 

Total Revenues for Dalrada Precision Manufacturing
decreased to $448,409, or 81.7% from the prior year ended June 30, 2024 revenue of $2,447,148.

 

Dalrada Precision Parts generated $50,251, or
11.2% of the total revenue for Dalrada Precision Manufacturing. Revenue for Dalrada Precision Parts decreased by $1,080,654, or 95.6%
from the prior year ended June 30, 2024. The decrease in revenue was due to the loss of its primary customer in precision parts manufacturing.
The cost of revenue decreased $372,819, or 87.2% compared to $427,364 in the prior year ended June 30, 2024.

  

DepTec generated $374,102, or 83.4% of the total
revenue for Dalrada Precision Manufacturing. Revenue for DepTec decreased by $868,540, or 69.9% from the prior year ended June 30, 2024.
DepTec records its revenue using a cost-based input method, by which we use actual costs incurred relative to the total estimated contract
costs to determine, as a percentage, progress toward contract completion. The cost of revenues decreased $372,819, or 87.2% compared to
$427,364 in the prior year ended June 30, 2024.

 

Ignite’s cleaners, parts washers and degreaser
products generated $22,116, or 4.9% of total revenue for Dalrada Precision Manufacturing. Revenue for Ignite decreased by $51,485, or
70.0% from the prior year ended June 30, 2024. The decrease in revenue was due to ramping down operations of the company. The cost of
revenues decreased $62,515, or 80.6% compared to $77,536 in the prior year ended June 30, 2024.

 

Dalrada Technologies

 

Total Revenue for Dalrada Technologies’
sole subsidiary, Prakat, decreased to $1,348,747, or 1.8% from the prior year ended June 30, 2024. The decrease in revenue was a result
of several contracts ending their terms during the year. The cost of revenues decreased $34,971 or 4% compared to $883,986 in the prior
year ended June 30, 2024.

 

Operating Expenses

 

Total Operating Expenses decreased to $25,759,830,
or 7.5%, compared to last year’s expenses of $27,828,978.

 

Corporate

 

Total Corporate expenses decreased to $9,873,610,
by 18.8%, compared to last year’s expenses of $12,302,415.

 

The Corporate segment’s Selling, general
and administrative (“SG&A”) expenses consist of the following:

 

	·	Employee compensation and benefits increased by $261,200, or 6.4% from the prior year ended June 30, 2024 and is a result of the centralization of certain resources for all entities.
	·	Legal and professional fees increased by $474,864, or 33.7% from the prior year ended June 30, 2024 and is a result of the centralization of certain resources for all entities.
	·	Sales and marketing costs increased by $161,989, or 159.8% from the prior year ended June 30, 2024 due to the centralization of certain resources for all entities.
	·	Other general and administrative costs for general corporate expenses, including information technology, rent, travel, and insurance decreased by $162,607, or 9.4% from the prior year ended June 30, 2024 and is a result of a the centralization of certain resources for all entities.

 

 

 

 

Stock-based compensation includes expenses related
to equity awards issued to employees and non-employee directors. Stock-based compensation decreased by $3,158,651, or 62.1% from the prior
year ended June 30, 2024. See “Note 10. Stock-Based Compensation” to our audited consolidated financial statements included
in this Annual Report on Form 10-K for more information regarding our stock-based compensation.

 

Genefic

 

Total Genefic expenses decreased to $5,566,659, by 26.6%, compared
to last year’s expenses of $7,585,611.

 

The Genefic segment’s Selling, general and
administrative (“SG&A”) expenses consist of the following:

 

	·	Employee compensation and benefits increased by $785,794, or 21.5% from the prior year ended June 30, 2024 as a result of headcount and salary growth of the pharmacy businesses.
	·	Legal and Professional Fees decreased by $111,215, or 16.0% from the prior year ended June 30, 2024 and primarily a result of a reduction in third party legal fees.
	·	Sales and marketing costs decreased by $17,423, or 56.9% from the prior year ended June 30, 2024 due to reduced costs associated with the centralization of certain resources for all entities.
	·	Other general and administrative costs decreased by $2,676,108, or 83.3% from the prior year ended June 30, 2024 and is a result of  the centralization of certain resources for all entities.

 

Dalrada Climate Technology

 

Total Dalrada Climate Technology expenses increased
to $5,740,001, by 10.3%, compared to last year’s expenses of $5,204,881.

 

The Dalrada Climate Technology Segment’s
Selling, general and administrative (“SG&A”) expenses consist of the following:

 

	·	Employee compensation and benefits increased by $945,116 or 32.8%, from the prior year ended June 30, 2024 as a result of growth of Bothof Brothers construction and the acquisition of Grand Entrances. In regard to Bothof Brothers, additional employee resources were added to focus on the development of the current projects and building a future pipeline.
	·	Legal and Professional Fees decreased by $86,636, or 30.9% from the prior year ended June 30, 2024 and is a result  a reduction in litigation and consultants associated with the various subsidiaries of the division.
	·	Sales and marketing costs increased by $58,037, a 290.4% increase from the prior year ended June 30, 2024. The increase was a result in an increase in third party marketing costs.
	·	Other general and administrative costs decreased by $381,397, or 18.8% from the prior year ended June 30, 2024 and is a result of the centralization of certain resources for all entities.

 

Dalrada Precision Manufacturing

 

Total Dalrada Precision Manufacturing expenses
decreased to$1,282,290, by 36.3%, compared to last year’s expenses of $2,011,817.

 

 

 

 

The Dalrada Precision Manufacturing Segment’s
Selling, general and administrative (“SG&A”) expenses consist of the following:

 

	·	Employee compensation and benefits increased by $247,396 or 56.9% from the prior year ended June 30, 2024 due to the startup of Deposition Technology USA.
	·	Legal and Professional Fees decreased by $77,972, or 63.5% from the prior year ended June 30, 2024. The decrease in legal fees was due to a reduction in litigation related to the subsidiaries within the division.
	·	Sales and marketing costs decreased by $2,027, or 13.9% from the prior year ended June 30, 2024 due to the centralization of certain resources for all entities.
	·	Other general and administrative costs decreased by $896,924, or 62.3% from the prior year ended June 30, 2024 and is a result of the centralization of certain resources for all entities. and other overhead expenses required for the expansion in the Precision Parts and DepTec businesses.

  

Dalrada Technologies

 

Total Dalrada Technologies expenses decreased
to $561,733, by 22.4%, compared to the prior year ended June 30, 2024 expenses of $724,254.

 

The Dalrada Technologies segment’s Selling,
general and administrative (“SG&A”) expenses consist of the following:

 

	·	Employee compensation and benefits decreased by $54,929, or 19.0% from the prior year ended June 30, 2024 and is a result of employee wage fluctuations.
	·	Legal and Professional Fees decreased by $5,891, or 3.1% from the prior year ended June 30, 2024 and is a result of decreased third-party engineering fees related to its projects.
	·	Sales and marketing costs decreased by $16,518, or 95.1% from the prior year ended June 30, 2024 and is a result of decreased third-party advertising and marketing costs.
	·	Other general and administrative costs decreased by $85,183, or 37.1% from the prior year ended June 30, 2024 and is a result of decreases in information technology, rent, travel, and insurance costs.

 

Other (Expense) Income

 

Other Expense increased to $4,203,880 compared
to $2,430,952 for the year ended June 30, 2024.. The change in Other Expense of $1,862,938 was primarily due to an increase in interest
expense of $1,962,395 and a change in fair value of contingent liability related to the true up in stock related to the Deposition Technology
acquisition.

 

Net Loss

 

Net loss for the year ended June 30, 2025, was
$24,672,190 compared to a net loss of $29,185,898 during the year ended June 30, 2024. The decrease in net loss for the year ended June
30, 2025 was mainly attributed to a centralization of operational costs across all operating segments and a reduction of unproductive
activities.

 

 

 

 

Liquidity and Capital Resources

 

As of June 30, 2025, the Company has cash and
cash equivalents of $502,094. The Company had current assets of $7,741,021 and current liabilities of $15,742,840compared with current
assets of $8,605,651 and current liabilities of $15,690,957 at June 30, 2024. The continuation of the Company as a going concern is dependent
upon successful financing through equity and/or debt investors and growing the subsidiaries anticipated to be profitable while reducing
investments in areas that are not expected to have long-term benefits.

 

During the year ended June 30, 2025, we funded
our business operations, including capital expenditures and working capital requirements, principally from cash and cash equivalents and
issuance of debt and common stock. Our operations used $17,972,434 of cash during the twelve months ended June 30, 2025.

 

Throughout the year, revenue for the Genefic,
Dalrada Climate Technology and Dalrada Precision Manufacturing segments did not meet our expectations, which caused substantial losses
within each respective segment. Genefic experienced a reduction in sales as the Genefic Specialty Pharmacy pivoted to a different sales
model and high debt. Dalrada Climate Technology experienced delays in commercializing its proprietary DCT-1 heat pump and ramping up its
residential heat pump platform, while facing high operating costs. Dalrada Precision Manufacturing’s precision manufacturing business
lost a significant customer during the year which led to a material loss in over revenue and cash flow. Furthermore, the Dalrada Corporate
segment continued to generate significant expenses throughout the year ended June 30, 2025.

 

We have undertaken plans and initiatives, including
cutting costs across all segments by the centralization of certain resources for all entities, and focusing our sales team on products
and services to generate immediate sales. Our plans include finishing the percentage of completion projects for DepTec, entering more
construction contracts through Bothof Brothers Construction, ramping up the new specialty pharmacy business model and pursuing partnerships
to help expedite the commercialization of the DCT-1 heat pump.

 

We cannot be certain that our plans and initiatives
would be effectively implemented within one year after the filing date of this report. Without giving effect to the prospect of raising
additional capital, increasing product revenue in the near future or executing other mitigating plans, many of which are beyond our control,
it is unlikely that we will be able to generate sufficient cash flows to meet our required financial obligations, including our debt service
and other obligations due to third parties. The existence of these conditions raises substantial doubt about our ability to continue as
a going concern for the twelve-month period following the date of this report.

 

We currently intend to retain all available funds
and any future earnings for use in the operation of our business. We have not entered into, and do not expect to enter into, investments
for trading or speculative purposes. Our accounts receivable, accounts payable and inventory balances fluctuate from period to period,
which affects our cash flow from operating activities. The amounts of these fluctuations vary depending on cash collections, customer
mix, raw material lead times, the mix of vendor terms, and the timing of shipment of our products.

 

We continually evaluate our liquidity requirements,
capital needs and availability of capital resources based on our operating needs and our planned growth initiatives. Our future working
capital needs will depend on many factors, including the rate of our business and revenue growth, the availability and cost of material
and other resources required to build and deliver products in accordance with our existing or future product orders, the timing of a successful
commercialization of the DCT-1 heat pump. If we are unable to increase our revenues and manage our expenses in accordance with our operating
plan, we may need to reduce the level or slow the timing of the growth plans contemplated by our operating plan, which would likely curtail
or delay the growth in our business contemplated by our operating plan and could impair or defer our ability to achieve profitability
and generate cash flow, or to seek to raise additional funds through debt or equity financings, strategic relationships, or other arrangements.
There can be no assurance that we would be able to complete any proposed financing on terms acceptable to us, or at all, or that we otherwise
will be successful in any of our other endeavors to continue to be financially viable and continue as a going concern. Our inability to
raise additional capital on acceptable terms could have a material adverse effect on our business, prospects, results of operations, liquidity
and financial condition. If we were to raise additional funds through the issuance of equity or convertible securities, the issuance could
result in substantial dilution to existing stockholders, and the holders of those new securities may have rights, preferences and privileges
senior to those of the holders of common stock. Furthermore, any decline in the market price of our common stock could make it more difficult
for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.

 

 

 

 

Cash Flows

 

		Year Ended June 30,
		2025				2024
Net cash used in operating activities			(17,972,434	)			(7,873,760	)
Net cash used in investing activities			(697,091	)			(552,658	)
Net cash provided by financing activities			18,819,247				8,065,600
Net change in cash during the period, before effects of foreign currency			149,794				(360,818	)

 

Cash flow from Operating Activities

 

During the year ended June 30, 2025, the Company
used $17,972,434 of cash for operating activities compared to $7,873,760 used during the year ended June 30, 2024. The increase in the
use of cash for operating activities was primarily due to an overall increase in funding from related parties.

 

Cash flow from Investing Activities

 

During the year ended June 30, 2025, the Company
used $697,019 of cash for investing activities compared to $552,658 used during the year ended June 30, 2024. The decrease in the use
of cash for investing activities was due to the purchase of property plant and equipment in the prior year.

 

Cash flow from Financing Activities

 

During the year ended June 30, 2025, the Company
received $18,819,247 of cash for financing activities compared to $8,065,600 received during the year ended June 30, 2024. The increase
in financing activities was primarily due to the draw down of various note payables to fund the company.

 

Critical Accounting Policies

 

Our consolidated financial statements and accompanying
notes have been prepared in accordance with accounting principles generally accepted in the United States of America and applied on a
consistent basis. The preparation of financial statements in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting periods.

 

We regularly evaluate the accounting policies
and estimates that we use to prepare our consolidated financial statements. A complete summary of these policies is included in Note 2.
Summary of Significant Accounting Policies of the notes to our consolidated financial statements. In general, management’s estimates are
based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be
reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

 

Revenue Recognition

 

The Company recognizes and accounts for revenue
in accordance with Accounting Standards Codification (“ASC”) 606 as a principal on the sale of goods and services. Pursuant
to ASC 606, revenue is measured based on a consideration specified in a contract with a customer, and excludes any sales incentives and
amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies its performance obligation by transferring
control over a product or service to a customer.

 

 

 

 

Use of Estimates

 

Our consolidated financial statements and accompanying
notes have been prepared in accordance with accounting principles generally accepted in the United States of America and requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The
Company regularly evaluates estimates and assumptions related to the revenue, valuation of inventory, valuation of acquired assets and
liabilities, variables used in the computation of share-based compensation, litigation, and evaluation of goodwill and intangible assets
for impairment.

 

The Company bases its estimates and assumptions
on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses
that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from
the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results
of operations will be affected.

 

Stock-Based Compensation

 

The Company records stock-based compensation in
accordance with ASC 718, Compensation – Stock Compensation, using the fair value method. All transactions in which goods
or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees
and the cost of the services received as consideration are measured and recognized based on the fair value using quoted market prices
of the equity instruments issued.

 

Goodwill and Intangible Assets

 

The Company accounts for goodwill and intangible
assets in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that goodwill and
other intangibles with indefinite lives should be tested for impairment annually or on an interim basis if events or circumstances indicate
that the fair value of an asset has decreased below its carrying value.

 

Goodwill is tested for impairment at the reporting
unit level (operating segment or one level below an operating segment) on an annual basis (June 30 for the Company) and between annual
tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its
carrying value. The Company considers its market capitalization and the carrying value of its assets and liabilities, including goodwill,
when performing its goodwill impairment test. When conducting its annual goodwill impairment assessment, the Company initially performs
a qualitative evaluation of whether it is more likely than not that goodwill is impaired. If it is determined by a qualitative evaluation
that it is more likely than not that goodwill is impaired, the Company then applies a two-step impairment test. The two-step impairment
test first compares the fair value of the Company’s reporting unit to its carrying or book value. If the fair value of the reporting
unit exceeds its carrying value, goodwill is not impaired and the Company is not required to perform further testing. If the carrying
value of the reporting unit exceeds its fair value, the Company determines the implied fair value of the reporting unit’s goodwill and
if the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then an impairment loss equal to the difference
is recorded in the Consolidated Statements of Operations and Comprehensive Loss. The Company recorded an impairment of goodwill in the
amount of $2,731,935 and $0 during the years ended June 30, 2025 and 2024, respectively. The change in goodwill for the year ended June
30, 2025 was primarily related to a reduction in current and future business related to Deposition Technology.

 

 

 

 

 

An intangible asset is an identifiable non-monetary
asset without physical substance. Such an asset is identifiable when it is separable, or when it arises from contractual or other legal
rights. Separable assets can be sold, transferred, licensed, etc. Examples of intangible assets include computer software, licenses, trademarks,
patents, films and copyrights. The Company’s intangible assets are finite lived assets and are amortized on a straight-line basis
over the estimated useful lives of the assets.

 

Recently Issued Accounting Pronouncements

 

See Note 2 of the Financial Statement Footnotes
for recently issued accounting pronouncements affecting the Company.

 

Contractual Obligations

 

We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 7A. Quantitative and Qualitative Disclosures
about Market Risk

 

Not applicable to smaller reporting companies.

 

 

 

 

 

 

 

 

 

 

 

Item 8. Financial Statements

 

DALRADA FINANCIAL CORPORATION

 

Consolidated Financial Statements

 

For the Years Ended June 30, 2025 and 2024

 

 

 

 

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive Loss	F-4
Consolidated Statements of Stockholders’ Equity (Deficit)	F-5
Consolidated Statements of Cash Flows	F-7
Notes to the Consolidated Financial Statements	F-8

 

 

 

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 

To the Board of Directors and

Stockholders of Dalrada Financial Corporation

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated
balance sheets of Dalrada Financial Corporation (the Company) as of June 30, 2025 and 2024, and the related consolidated statements of
operations, changes in stockholders’ equity, and cash flows for each of the two years in the period ended June 30, 2025, and the
related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash
flows for each of two years in the period ended June 30, 2025, in conformity with accounting principles generally accepted in the United
States of America.

 

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
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit 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. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit 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 audit 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 audit provides a reasonable basis for our opinion.

 

Emphasis of a matter – Going Concern

 

The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has
suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue
as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

 

 

 

 

Critical Audit Matter

 

The critical audit matter communicated below is
a matter arising from the current period audit of the financial statements that was 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 matter below, providing separate opinions
on the critical audit matter or on the accounts or disclosures to which it relates.

 

Impairment Assessment of Goodwill

 

Description of the Matter:

 

As described in Notes 2 and 4 to the consolidated
financial statements, the Company conducts its goodwill impairment testing on an annual basis as of June 30 or whenever events or circumstances
indicate that the carrying value of a reporting unit may exceed its fair value. Impairment of goodwill is determined by comparing the
fair value of the Company’s reporting unit to the carrying value of the underlying net assets in the reporting unit. If the fair
value of the reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment
loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit
and the fair value of its other assets and liabilities.  

 

The Company’s annual impairment analysis
includes a qualitative assessment to determine if it is necessary to perform the quantitative impairment test. In performing a qualitative
assessment, the Company reviewed events and circumstances that could affect the significant inputs used to determine if the fair value
is less than the carrying value of goodwill. As a result of this qualitative assessment, the Company determined that a triggering event
had occurred to necessitate performing the quantitative impairment test. After performing the quantitative impairment test, the Company
determined that goodwill was impaired by $2.7M. As a result of the impairment losses recognized, the carrying amount of the Company’s
goodwill was reduced to $833K as of June 30, 2025.

 

We identified the evaluation of goodwill impairment
assessment as a critical audit matter because of the significant judgment by management when determining the fair value of the reporting
unit. This required a high degree of auditor judgment and increased auditor effort in auditing such assumptions.

 

How We Addressed the Matter in our Audit:

 

	·	We compared forecasts prepared by management used in its impairment analysis to historical revenues and costs for reasonableness.
	·	We performed procedures to verify the mathematical accuracy of the calculations used by management.
	·	We recalculated the impairment recorded for goodwill of $$2.7M based on the excess of carrying value of goodwill over its estimated fair value as of June 30, 2025.
	·	We assessed the appropriateness of the disclosures in the financial statements.

 

/s/ CM3 Advisory

 

We have served as the Company’s auditor since 2024

 

San
Diego, California

September 29, 2025

PCAOB No. 6866

 

 

 

 

 

DALRADA FINANCIAL CORPORATION

Consolidated Balance Sheets

 

 

		June 30,				June 30,
		2025				2024
Assets
Current assets:
Cash and cash equivalents		$	172,787			$	501,927
Restricted cash			329,307				–
Accounts receivable, net			2,747,194				2,864,172
Accounts receivable, net – related parties			1,093,620				1,236,484
Other receivables			17,109				680,598
Inventories			2,689,845				2,647,652
Prepaid expenses and other current assets			691,159				674,818
Total current assets			7,741,021				8,605,651
Noncurrent receivables			18,261				20,742
Noncurrent receivables – related parties			913,036				1,136,508
Property and equipment, net			1,273,315				1,452,282
Goodwill			1,531,893				4,175,758
Intangible assets, net			3,110,826				3,547,266
Right-of-use asset, net			2,629,794				2,437,034
Right-of-use asset, net – related party			1,140,749				1,689,806
Total assets		$	18,358,895			$	23,065,047
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	4,175,896			$	5,870,168
Accrued liabilities			1,256,451				1,023,286
Accounts payable and accrued liabilities – related parties			3,387,977				136,976
Deferred revenue			1,506,686				1,569,149
Notes payable, current portion			3,937,797				5,710,718
Lease liability, current portion			899,402				832,142
Lease liability, current portion – related party			578,631				548,518
Total current liabilities			15,742,840				15,690,957
Notes payable, net of current portion			4,926,416				1,038,567
Notes payable, net of current portion – related parties			1,701,415				53,957
Contingent consideration			211,289				47,343
Lease liability, net of current portion			1,850,671				1,694,804
Lease liability, net of current portion – related party			614,681				1,193,312
Total liabilities			25,047,312				19,718,940
Commitments and contingencies (Note 14)			–				–
Stockholders’ equity:
Preferred stock, $0.01 par value, 100,000 shares authorized:
Series I preferred stock, $0.01 par value 55,759 shares authorized, issued and outstanding as of June 30, 2025 and June 30, 2024, respectively			558				351
Series H preferred stock, $0.01 par value, 15,022 shares authorized, issued and outstanding as of June 30, 2025 and June 30, 2024, respectively			150				150
Series G preferred stock, $0.01 par value, 10,002 shares authorized, issued and outstanding as of both June 30, 2025 and June 30, 2024, respectively			100				100
Series F preferred stock, $0.01 par value, 5,000 shares authorized, issued and outstanding as of both June 30, 2025 and June 30, 2024, respectively			50				50
Common stock, $0.005 par value, 500,000,000 shares authorized, 120,157,113 and 97,175,443 shares issued and outstanding at June 30, 2025 and June 30, 2024, respectively			600,785				485,877
Common stock to be issued			7,265				–
Preferred stock to be issued			11,861,578				21,839,776
Additional paid-in capital			176,249,788				151,791,802
Accumulated deficit			(195,323,647	)			(170,677,066	)
Accumulated other comprehensive loss			(150,536	)			(909	)
Total Dalrada Financial Corp’s stockholders’ equity			(6,753,909	)			3,440,131
Noncontrolling interests			65,492				(94,024	)
Total stockholders’ equity			(6,688,417	)			3,346,107
Total liabilities and stockholders’ equity		$	18,358,895			$	23,065,047

 

(The accompanying notes are an integral part of
these consolidated financial statements)

 

 

 

DALRADA FINANCIAL CORPORATION

Consolidated Statements of Operations and Comprehensive
Loss

 

		Year Ended
		June 30,
		2025				2024
Revenues		$	18,622,330			$	18,124,587
Revenues – related party			1,680,473				1,717,832
Total revenues			20,302,803				19,842,419
Cost of revenues			15,001,681				18,858,387
Gross profit			5,301,122				984,032
Operating expenses:
Selling, general and administrative			23,024,292				27,823,378
Loss on impairment of goodwill			2,735,540				–
Total operating expenses			25,759,832				27,823,378
Loss from operations			(20,458,710	)			(26,839,346	)
Other (expense) income:
Interest expense			(3,203,508	)			(1,241,113	)
Interest income			191,861				85,659
Other (expense) income, net			(1,173,639	)			(1,179,091	)
Gain (loss) on foreign exchange			(18,594	)			(6,407	)
Total other (expense) income, net			(4,203,880	)			(2,340,952	)
Loss before taxes			(24,662,590	)			(29,180,298	)
Income taxes			9,600				5,600
Net loss			(24,672,190	)			(29,185,898	)
Other comprehensive loss
Foreign currency translation			149,627				49,939
Comprehensive loss			(24,522,563	)			(29,135,959	)
Net loss attributable to noncontrolling interests			(25,609	)			(237,841	)
Net loss attributable to Dalrada Financial Corporation stockholders		$	(24,646,581	)		$	(28,948,057	)
Net loss per common share to Dalrada stockholders – basic		$	(0.23	)		$	(0.31	)
Net loss per common share to Dalrada stockholders – diluted		$	(0.23	)		$	(0.31	)
Weighted average common shares outstanding  — basic			108,488,220				92,243,642
Weighted average common shares outstanding  — diluted			108,488,220				92,243,642

 

(The accompanying notes are an integral part of
these consolidated financial statements)

 

 

 

DALRADA FINANCIAL CORPORATION

Consolidated Statements of Changes in Stockholders’
Equity (Deficit)

 

Preferred Stock

Series I

Series H

Series G

Series F

Common Stock

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Balance at June 30, 2023

35,108

$

351

15,022

$

150

10,002

$

100.00

5,000

$

50

88,699,139

$

443,478

Common stock issued pursuant to acquisitions

–

–

–

–

–

–

–

–

1,609,639

8,048

Common stock issued pursuant to debt agreement

–

–

–

–

–

–

–

–

1,000,000

5,000

Conversion of related party notes into preferred stock

–

–

–

–

–

–

–

–

–

–

Warrants issued pursuant to acquisitions

–

–

–

–

–

–

–

–

–

–

Common stock issued pursuant to consulting agreement

–

–

–

–

–

–

–

–

1,200,000

6,000

Common stock issued pursuant to private placement

–

–

–

–

–

–

–

–

4,666,665

23,351

Stock-based compensation

–

–

–

–

–

–

–

–

–

–

Net loss

–

–

–

–

–

–

–

–

–

–

Foreign currency translation

–

–

–

–

–

–

–

–

–

–

Balance at June 30, 2024

35,108

$

351

15,022

$

150

10,002

$

100

5,000

$

50

97,175,443

$

485,877

Common stock issued pursuant to acquisitions

–

–

–

–

–

–

–

–

22,981,670

114,908

Common stock issued pursuant to debt agreement

–

–

–

–

–

–

–

–

–

–

Conversion of related party notes into preferred stock

20,651

207

–

–

–

–

–

–

–

–

Warrants issued pursuant to acquisitions

–

–

–

–

–

–

–

–

–

–

Common stock issued pursuant to consulting agreement

–

–

–

–

–

–

–

–

–

–

Common stock issued pursuant to private placement

–

–

–

–

–

–

–

–

–

–

Stock-based compensation

–

–

–

–

–

–

–

–

–

–

Net loss

–

–

–

–

–

–

–

–

–

–

Foreign currency translation

–

–

–

–

–

–

–

–

–

–

Balance at June 30, 2025

55,759

$

558

15,022

$

150

10,002

$

100

5,000

$

50

120,157,113

$

600,785

 

(Continued)

 

(The accompanying notes are an integral part of
these consolidated financial statements)

 

 

 

DALRADA FINANCIAL CORPORATION

Consolidated Statements
of Changes in Stockholders’ Equity (Deficit)

(continued)

 

 

		Common Stock to be				Preferred Stock to be				Additional Paid-in				Accumulated				Accumulated Other Comprehensive Income				Total Dalrada Financial Corp’s Stockholders’				Noncontrolling				Total Stockholders’ Equity
		Issued				Issued				Capital				Deficit				(Loss)				Deficit				Interests				(Deficit)
Balance at June 30, 2023			192,925				–			$	145,251,822			$	(141,729,009	)		$	(50,848	)		$	4,109,019			$	143,817			$	4,252,836
Common stock issued pursuant to acquisitions			(192,925	)			4,596,334				386,093				–				–				4,797,550				–				4,797,550
Common stock issued pursuant to debt agreement			–				–				228,000				–				–				233,000				–				233,000
Conversion of related party notes into preferred stock			–				17,243,442				–				–				–				17,243,442				–				17,243,442
Warrants issued pursuant to acquisitions			–				–				22,722				–				–				22,722				–				22,722
Common stock issued pursuant to consulting agreement			–				–				235,200				–				–				241,200				–				241,200
Common stock issued pursuant to private placement			–				–				580,650				–				–				604,001				–				604,001
Stock-based compensation			–				–				5,087,315				–				–				5,087,315				–				5,087,315
Net loss			–				–				–				(28,48,057	)			–				(28,948,057	)			(237,841	)			(29,185,898	)
Foreign currency translation			–				–				–				–				49,939				49,939				–				49,939
Balance at June 30, 2024			–				21,839,776			$	151,791,802			$	(170,677,066	)		$	(909	)		$	3,440,131			$	(94,024	)		$	3,346,107
Common stock issued pursuant to acquisitions			–				(4,596,334	)			5,263,096				–				–				781,670				–				781,670
Common stock issued pursuant to debt agreement			–				–				–				–				–				–				–				–
Conversion of related party notes into preferred stock			–				(5,381,864	)			17,243,235				–				–				11,861,578				–				11,861,578
Warrants issued pursuant to acquisitions			–				–				22,992				–				–				22,992				–				22,992
Common stock issued pursuant to consulting agreement			7,265				–				–				–				–				7,265				–				7,265
Common stock issued pursuant to private placement			–				–				–				–				–				–				–				–
Stock-based compensation			–				–				1,928,663				–				–				1,928,663				–				1,928,663
Removal of NCI retained upon closure of Pala			–				–				–				–				–				–				185,125				185,125
Net loss			–				–				–				(24,646,581	)			–				(24,646,581	)			(25,609	)			(24,672,190	)
Foreign currency translation			–				–				–				–				(149,627	)			(149,627	)			–				(149,627	)
Balance at June 30, 2025			7,265				11,861,578			$	176,249,788			$	(195,323,647	)		$	(150,536	)			(6,753,909	)		$	65,492			$	(6,688,417	)

 

(The accompanying notes are an integral part of
these consolidated financial statements)

 

 

 

 

DALRADA FINANCIAL CORPORATION

Consolidated Statements of Cash Flows

 

		Year Ended
		June 30,
		2025				2024
Cash flows from operating activities:
Net loss		$	(24,672,190	)		$	(29,185,898	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			997,280				885,965
Stock compensation			1,928,664				5,087,315
Stock consideration issued to vendor			–				241,200
Amortization of debt discount			248,107				–
Change in fair value of contingent consideration			163,945				752,429
Provision for credit losses			271,949				2,481,539
Impairment of goodwill			2,735,540				–
Changes in operating assets and liabilities, net of amounts acquired or assumed in connection with acquisition:
Accounts receivable			211,364				(1,376,743	)
Other receivables			663,489				(303,994	)
Inventories			(42,193	)			(568,960	)
Prepaid expenses and other current assets			(16,341	)			726,900
Noncurrent receivables			225,953				58,365
Accounts payable			(1,694,272	)			691,271
Noncurrent payables			30,906				(48,888	)
Accounts payable and accrued liabilities – related parties			–				12,254,613
Accrued liabilities			256,157				199,236
Contingent consideration			781,671				–
Deferred revenue			(62,463	)			231,890
Net cash used in operating activities			(17,972,434	)			(7,873,760	)
Cash flows from investing activities:
Purchase of property and equipment			(374,455	)			(434,845	)
Proceeds from sale of property and equipment			18,151				–
Purchase of intangibles			(25,569	)			(117,813	)
Acquisition of business, net of cash			(315,146	)			–
Net cash used in investing activities			(697,019	)			(552,658	)
Cash flows from financing activities:
Proceeds from related party notes payable			16,760,036				2,923,418
Repayments of related party notes payable			–				(428,924
Repayments of convertible note payable			(248,107	)			–
Proceeds from notes payable			–				6,211,058
Repayments of notes payable			–				(1,243,953	)
Distributions of NonControlling Interest			185,125				–
Proceeds from notes payable, net of repayments			2,114,928				–
Proceeds from stock issuance			7,265				604,001
Net cash provided by financing activities			18,819,247				8,065,600
Net change in cash and cash equivalents			149,794				(360,818	)
Effect of exchange rate changes on cash			(149,627	)			49,939
Cash and cash equivalents at beginning of period			501,927				812,806
Cash and cash equivalents at end of period		$	502,094			$	501,927
Supplemental disclosure of cash flow information:
Cash paid for income taxes		$	–			$	–
Cash paid for interest		$	3,203,038			$	621,735
Supplemental disclosure of non-cash investing and financing activities:
Conversion of related party notes and interest into preferred stock		$	17,243,235			$	14,878,016
Conversion of accounts payable-related parties to note payable-related parties		$	(3,251,001	)		$	2,365,426
Preferred stock issued pursuant to business combination		$	(4,596,334	)		$	–
Common stock issued pursuant to business combination		$	114,908			$	70,936
Warrants issued pursuant to acquisitions		$	22,992			$	22,722
Net assets acquired upon acquisition		$	88,070			$	371,298
Operating leases satisfied by related parties		$	2,511,807			$	–
(Decrease) Increase in right-of-use asset and liability		$	30,906			$	(58,227	)

 

(The accompanying notes are an integral part of
these consolidated financial statements)

 

 

DALRADA FINANCIAL CORPORATION

Notes to the Consolidated Financial Statements

Years ended June 30, 2025, and 2024

 

 

1.	Organization and Nature of Operations

 

Unless otherwise stated or the context
requires otherwise, references herein to the “Company,” “Dalrada,” “we,” “us,” and “our”
mean Dalrada Financial Corporation and its direct and indirect subsidiaries, and controlled and managed entities.

 

Dalrada has five primary business divisions:
Genefic, Dalrada Climate Technology, Dalrada Precision Manufacturing, Dalrada Technologies and Dalrada
Corporate. Within each of these divisions, the Company drives transformative innovation while creating solutions that are sustainable,
accessible, and affordable. Dalrada’s global solutions directly address climate change, gaps in the health care industry, and technology
needs that facilitate a new era of human behavior and interaction and ensure a bright future for the world around us.

 

Genefic

 

Genefic delivers advanced health care
solutions with dedicated products, services, and systems. From virus and disease screening capabilities to pharmaceutical goods and holistic
wellness clinics, When the world needs advanced health care, Genefic delivers with ingenuity, accessibility, and affordability. This specialized
division is committed to developing key health products, lifesaving medications and building comprehensive systems to increase capability,
strive to keep people healthy with the goals of improving their quality of life and increasing their longevity– on a global level.

 

Genefic Specialty
Pharmacy (“Genefic Pharmacy”)– Genefic Pharmacy (formerly Genefic Specialty Pharmacy Rx Solutions) is an Alabama-based
pharmacy with more than 30 years of experience in the retail medical and pharmaceutical industries. Genefic Pharmacy specializes in providing
expert care and managing disease states through comprehensive prescription management, education, nursing, and total health solutions.
Genefic Pharmacy maintains pharmacy licenses in all 50 States as well as Washington D.C.

 

Genefic Infusion
Rx– Genefic Infusion Rx is a Louisiana-based infusion pharmacy which handles all aspects of fluid and medication infusion, via intravenous
or subcutaneous application. Genefic Infusion Rx serves as an essential with healthcare systems, enhancing the infusion process through
efficient authorization and prescription management. Its state-of-the-art compounding facility is led by one of only eight pharmacists
in Louisiana with a sterile compounding board certification, ensuring top-tier precision and quality in medication preparation.

 

Boost Diagnostics–
Boost Diagnostics (formerly Empower Genomics and Genefic Diagnostics) is Dalrada’s wholly owned diagnostic laboratory subsidiary
which processes molecular diagnostic and antibody tests to support the diagnosis of COVID-19 and the detection of immune response to the
virus. Boost Diagnostics has built up and maintained the testing capacity to handle surges in COVID-19 testing demands. Boost Diagnostics
also offers genetic testing capabilities including Pharmacogenomics, Nutraceutical, Nutrition/Diet DNA and Exercise/Fitness DNA tests.

 

Dalrada Career
Institute (“DCI”) (aka International Health Group (“IHG”)) – DCI provides highly trained nursing and medical
assistants for hospitals and home health facilities since 2006. DCI’s programs include Licensed Vocational Nurse (“LVN”),
Medical Assistant Program (“MA”), Certified Nursing Assistant (“CNA”) and Home Health Aide (“HHA”)
training.

 

 

 

 

Dalrada Climate Technology

 

Dalrada Climate Technology (“DCT”)
is a segment which incapsulates energy services and state-of-the-art technology within the climate sustainability space. DCT employs next-generation
technology and services which enhances clean energy efforts while reducing the world’s carbon footprint. As a premier industrial
heat pump manufacturer, Dalrada delivers innovation and efficiency, building solutions that reduce energy consumption and minimize carbon
footprints, increase operational efficiencies, meet environmental, social, and governance (ESG) goals, and lower energy costs for clients. 

  

Dalrada Technology
Limited (“DTL”)- DTL is a holding company for all United Kingdom and European based Dalrada Climate Technology entities.

 

Likido Ltd. (“Likido”)–
Likido is an international engineering company developing advanced solutions for the harvesting and recycling of energy. Using its novel,
heat pump systems (patent pending), Likido is working to revolutionize the renewable energy sector with the provision of innovative modular
process technologies to maximize the capture and reuse of thermal energy for integrated heating and cooling applications. With uses across
industrial, commercial and residential sectors, Likido provides cost savings and minimized carbon emissions across global supply chains.
Likido’s technologies enable the effective recovery and recycling of process energy, mitigating against climate change and expected enhancement
of quality of life through the provision of low-carbon heating and cooling systems. Likido’s products currently include the
DCT One Heat Pumps (formerly Likido®ONE) and DCT Cryo Chiller. Likido also offers heat pump solutions specifically designed for residential
purposes.

 

During 2023, the
U.S. Government selected DCT One Series high-performance, low-carbon heat pump for real-world testing in a prestigious clean energy program.
The implementation of the DCT One Series testing is still in process. The expected positive results should not only increase market acceleration
and adoption within the federal government acceptance of groundbreaking eco-friendly technology but should also accelerate adoption within
the commercial building industry.

 

Dalrada Technology
Spain L.T. (“DTS”)- DTS was established as a Spanish subsidiary of DTL for the expansion of the manufacturing and sale
of the DCT One Series and DCT Cryo Chiller throughout Europe.

 

Dalrada Energy
Services (“DES”)– DES provides end-to-end comprehensive energy service solutions in a robust commercial capacity. DES
helps organizations meet ESG goals and standards while mitigating negative environmental impacts.

 

Bothof Brothers
Construction (“Bothof”)– Bothof is a licensed general contractor which provides a wide range of development, construction
and design capabilities and expertise throughout the United States. Through Bothof’s extensive experience in construction and contracting,
the DES division can provide a myriad of additional services to its private and public works customers.

  

Dalrada Home
Corporation (“Dalrada Home”)- Dalrada Home Corporation was established in February of 2024. Dalrada Home’s cutting-edge
sustainability solutions are designed specifically for residential purposes. Our home heat pumps help us lead the way in providing innovative
climate technology products and services to residential customers.

 

Grand Entrances– Grand Entrances
is a California based custom door and hardware retail store.

 

Dalrada Precision Manufacturing

 

Dalrada Precision Manufacturing creates
total manufacturing solutions that start with the design and development of high-quality machine parts and components, and end with an
efficient global supply chain. This specialized business division can meet today’s high demands and solves industry challenges.
Dalrada Precision Manufacturing is confident that it redefines the critical quality of the world’s top components and responds with
in-house research, design, engineering, and distribution through a highly reliable global supply chain and improved time-to-market capabilities.

 

 

 

 

Dalrada Precision
Parts (“Precision”) – Precision extends the client its engineering and operations team by helping devise unique manufacturing
solutions tailored to their products. Dalrada Precision can enter at any stage of the product lifecycle from concept and design to mass
production and logistics.

 

Deposition Technologies
(“DepTec”) – DepTec designs, develops, manufactures, and services chemical vapor and physical vapor deposition systems
for the microchip and semiconductor industries.

 

DepTec has built an impressive catalogue
of precision OEM parts for PVD (Physical vapor deposition) systems and the Company’s refurbished systems which allows clients the
option of purchasing the same model of system they’ve been using for decades –but with significant upgrades and improved efficiencies.
Older systems can now operate more reliably with additional control and monitoring plus longer lifespans. DepTec also has its own PVD
and CVD (Chemical Vapor Deposition) systems, EVOS-PVD and EVOS -CVD, which deposits metals and non-metals for microchips used in almost
every standard and specialized microdevices made today and in the future. These systems can produce a superior film layer utilized in
rugged high-stress environment designs.

 

Ignite I.T. (“Ignite”)
– Ignite is a manufacturer and seller of eco-friendly deep cleaners, parts washers and degreasers that are specially formulated to lift
hydrocarbon-based dirt and grease from virtually all surfaces with minimal effort. Ignite products are non-flammable, non-corrosive, non-toxic,
butyl-free, water-based, and leave a light citrus scent. Ignite is developed for all surfaces suitable for water and meets or exceed the
most stringent industry-testing specifications.

 

Dalrada Technologies

 

Dalrada Technologies has worked with
some of the world’s most recognizable companies, providing digital engineering for cutting-edge software systems and offering a
host of robust digital services. This business division connects the world with integrated technology and innovative solutions, delivering
advanced capabilities and error-free results. Dalrada Technologies creates digital products with expert computer information technology
and software engineering services for a variety of technical industries and clients in both B2B and B2C environments.

 

Prakat (“Prakat”)–
Prakat is an ISO 9001-certified company that provides end-to-end technology services across various industries, improving the value chain.
The Company specializes in test engineering, accessibility engineering, product engineering, application modernization, billing and revenue
management, CRM, and block chain. Prakat provides global customers with software and technology solutions specializing in Test Engineering,
Accessibility Engineering, Product Engineering and Application Modernization.

 

Dalrada Corporate

 

Dalrada Corporate covers the activities
which support the entire suite of Dalrada subsidiaries. Dalrada Corporate includes the areas of administration, finance, human resources,
legal advice, information technology, and marketing. It also contains executive management and shareholder-related services.

 

Going Concern

 

These consolidated financial statements
have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities
in the normal course of business. As of June 30, 2025, and 2024, the Company had negative working capital of $8,304,225 and $7,085,306,
respectively. The Company incurred negative cash flows from operations for the years ended June 30, 2025, and 2024, and raises substantial
doubt about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent
upon the successful financing through equity and/or debt investors and growing the subsidiaries anticipated to be profitable while reducing
investments in areas that are not expected to have long-term benefits. The Company expects to obtain operational liquidity through collection
of outstanding accounts receivable from medical insurance providers, Medicare, pharmaceutical sales, the sale of DCT commercial and residential
heat pumps as well as ongoing projects through Bothof Brothers, Dalrada Technology Spain and Deposition Technologies.

 

 

 

 

 

2.	Summary of Significant Accounting Policies

 

(a)

Basis of Presentation

 

These consolidated financial statements
of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US
GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is June 30.

 

(b)

Principles of Consolidation

 

The consolidated financial statements
include the accounts of the Company and its subsidiaries, as well as the accounts of any entities over which the Company has a controlling
financial interest in accordance with Accounting Standards Codification (“ASC”) 810 Consolidation. All transactions and balances
between these entities have been eliminated upon consolidation.

 

The consolidated financial statements
include the accounts of Dalrada Financial Corporation, Solas Corp., Boost Genomics Inc. (formerly Empower Genomics, Inc.), Dalrada Career
Institute (formerly International Health Group, Inc.), Genefic Specialty Rx (formerly Watson Rx Solutions, Inc.),IV Solutions, LLC, Dalrada
Precision Corp., Dalrada Energy Services, Inc., Dalrada Home Corp., Likido Corp., Dalrada Technology Spain S.L., Ignite I.T., Bothof Brothers
Construction Inc., Grand Entrances, Prakat Solutions, Inc., Prakat Solutions Private Limited, Likido Ltd., Deposition Technologies Ltd.,
Deposition Technology USA, and Dalrada Technology Ltd., controlled by the Company through its direct or indirect ownership of a majority
voting interest. Additionally, the consolidated financial statements include the accounts of variable interest entities (“VIEs”)
in which the Company has a variable interest and for which the Company is the “primary beneficiary” as it has both: (1) the
power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to
absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially
could be significant to the VIE. All significant intercompany accounts and transactions are eliminated in consolidation.

 

Income attributable to the minority
interest in the Company’s majority owned and controlled consolidated subsidiaries is recorded as net income attributable to noncontrolling
interests in the Consolidated Statements of Operations and Comprehensive Loss and the noncontrolling interest is reflected as a separate
component of the statement of stockholders’ equity, consolidated balance sheet, and statement of cash flows.

 

(c)

Use of Estimates

 

The preparation of these consolidated
financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and
the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related
to the revenue, valuation of inventory, valuation of acquired assets and liabilities, variables used in the computation of share-based
compensation, litigation, and evaluation of goodwill and intangible assets for impairment.

 

The Company bases its estimates and
assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs
and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and
adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results,
future results of operations will be affected.

 

(d)

Cash and Cash Equivalents

 

Cash and cash equivalents include cash
deposits in financial institutions, and the Company considers all highly liquid instruments with a maturity of three months or less at
the time of issuance to be cash equivalents.

 

 

 

 

(e)

Concentrations of Credit Risk

 

Financial instruments that potentially
subject the Company to concentrations of credit risk consist principally of cash, accounts receivable, and cash equivalents. The Company
generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality,
in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents
and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

 

When estimating its allowance for credit
losses related to revenues from pharmacy sales, the Company differentiates its receivables based on the following customer types: healthcare
insurers, government payers, and cash payers. Additionally, the Company applies assumptions and judgments for assessing collectability
and determining net revenues and accounts receivable from its customers. Management considers various historical collection factors for
assessing collectability and determining net revenues and accounts receivable from our customers which include the period that the receivables
have been outstanding, history of payment amounts, status of collections due, and applicable statutes of limitations.

 

During the year ended June 30, 2025
and 2024, healthcare insurers, government payers and Over The Counter (“OTC”) pharmaceutical sales accounted for over 40%
and 59% of total revenues, respectively. Also, healthcare insurers and government payers amounted to total revenues of $8,431,233 and
$11,745,574 for the years ended June 30, 2025, and 2024, respectively. The accounts receivable related to both healthcare insurers and
government payers is $781,756 and $1,807,586 as of June 30, 2025, and 2024, respectively.

 

(f)

Fair Value Measurements

 

Pursuant to ASC 820, Fair Value
Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding
the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the
lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be
used to measure fair value:

 

Level 1 – applies to assets or liabilities
for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2 – applies to assets or liabilities
for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets
or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent
transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally
from, or corroborated by, observable market data.

 

Level 3 – applies to assets or liabilities
for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the
assets or liabilities.

 

The Company’s financial instruments
consist principally of cash, accounts receivable, accounts payable and accrued liabilities, notes payable, and amounts due to related
parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices
in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because
of their short-term nature and respective maturity dates or durations.

 

 

 

 

The Company records a contingent consideration
liability relating to stock price guarantees included in its acquisition and consulting agreements. The estimated fair value of the contingent
consideration is recorded using a significant unobservable measure and is therefore classified as a Level 3 financial instrument.

 

The fair value of the contingent consideration
obligations was based on a probability weighted approach derived from the estimates of earn-out criteria and the probability assessment
with respect to the likelihood of achieving those criteria. The measurement was based on significant inputs that were not observable
in the market, therefore, the Company classified this liability as Level 3 in the following tables: 

Schedule of fair value of liabilities
		Fair Value Measurements as of June 30, 2025 Using:
		Level 1				Level 2				Level 3				Total
Liabilities:
Contingent consideration		$	–			$	–			$	211,289			$	211,289
		$	–			$	–			$	211,289			$	211,289

 

		Fair Value Measurements as of June 30, 2024 Using:
		Level 1				Level 2				Level 3				Total
Liabilities:
Contingent consideration		$	–			$	–			$	47,343			$	47,343
		$	–			$	–			$	47,343			$	47,343

 

The fair value of the contingent consideration
liability related to the Company’s business combinations is valued based on a forward contract and the guaranteed equity value at
settlement as defined in the acquisition agreement (see “Note 3. Business Combinations and Asset Acquisition). The fair value of
the contingent consideration is then calculated based on the guaranteed equity value at settlement as defined in the acquisition agreement.
(See “Note 12. Commitments and Contingencies”).

 

Changes in contingent consideration
liability during the year ended June 30, 2025, and 2024, are as follows: 

Schedule of contingent consideration liability
		Contingent
		Consideration
		Liability
Balance as of June 30, 2024		$	47,343
Removal of contract contingencies			(47,343	)
Recognition of contract contingencies			211,289
Balance as of June 30, 2025		$	211,289

 

 

 

 

		Contingent
		Consideration
		Liability
Balance as of June 30, 2023		$	4,285,389
Change in fair value			310,945
Transfer of contingent liability to current liability			(4,596,334	)
Recognition of contract contingencies			47,343
Balance as of June 30, 2024		$	47,343

 

 

(g)

Convertible Instruments

 

The Company evaluates and accounts
for conversion options embedded in convertible instruments in accordance with ASC Topic 815, Derivatives and Hedging Activities (“ASC
815”).

 

Applicable U.S. GAAP requires companies
to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according
to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative
instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument
that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable
generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with
the same terms as the embedded derivative instrument would be considered a derivative instrument.

 

The Company accounts for convertible
instruments (when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments)
as follows. The Company records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in shares based
upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective
conversion price embedded in the shares. 

 

(h)

Accounts Receivable

 

Accounts receivables are derived from
products and services delivered to customers and are stated at their net realizable value. Each month, the Company reviews its receivables
on a customer-by-customer basis and evaluates whether an allowance for expected credit losses is necessary based on any known or perceived
collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection
have been exhausted and the potential for recovery is considered remote. As of June 30, 2025, and 2024, the Company had an allowance for
expected credit losses of $87,620 and $1,009,972, respectively.

 

Genefic Pharmacy, Genefic Infusion,
and Boost have a standardized approach to estimate the amount of consideration that we expect to be entitled to for its pharmaceutical
revenue, and COVID-19 testing including the impact of contractual allowances (including payer denials), and patient price concessions.
The Company principally estimates the allowance for credit losses by pool based on historical collection experience, the current credit
worthiness of the customers, current economic conditions, expectations of future economic conditions and the period of time that the receivables
have been outstanding. Adjustments to our estimated contractual allowances and implicit patient price concessions are recorded in the
current period as changes in estimates.

 

 

 

 

(i)

Inventory

 

Inventory is recorded at the lower
of cost or net realizable value on a first-in first-out (“FIFO”) basis. As of June 30, 2025 and 2024, inventory is comprised
of raw materials purchased from suppliers, work-in-progress, and finished goods produced or purchased for resale. The Company establishes
inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated
realizable value based upon assumptions about future market conditions. No reserve was established for as of June 30, 2025 and 2024, respectively.

 

(j)

Property and Equipment

 

Property and equipment are stated at
cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method
over the estimated useful life of each asset, as follows: 

Schedule of property and equipment estimated useful life
	Estimated Useful Life
Computer and office equipment	3 – 5 years
Machinery and equipment	5 years
Leasehold improvements	Shorter of lease term or useful life

 

Estimated useful lives are periodically
assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired
or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the Consolidated
Balance Sheet and any resulting gains or losses are included in the Consolidated Statement of Operations and Comprehensive Loss in the
period of disposal.

 

(k)

Business Combinations and Asset Acquisitions

 

The Company accounts for acquisitions
in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated
to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The
excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year
from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and
liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the
transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company
evaluates the existence of goodwill or a gain from a bargain purchase.

 

(l)

Contingent Consideration

 

A Company acquisition includes contingent
consideration as part of the purchase price. The fair value of the contingent consideration is estimated as of the acquisition date based
on the present value of the contingent payments to be made using a weighted probability of possible payments. The unobservable inputs
used in the determination of the fair value of the contingent consideration include managements assumptions about the likelihood of payment
based on the established benchmarks and discount rates based on internal rate of return analysis. The fair value measurement includes
inputs that are Level 3 measurement as discussed in Note 2. Summary of Significant Accounting Policies of our consolidated financial statements
included in this Annual Report on Form 10-K. Should actual results increase or decrease as compared to the assumption used in our analysis,
the fair value of the contingent consideration obligations will increase or decrease, up to the contracted limit, as applicable. Changes
in the fair value of the contingent earn-out consideration could cause a material impact and volatility in our operating results. The
contingent consideration increased by $163,946 to a balance of $211,289 during the year ended June 30, 2025, and the balance was subsequently
transferred to a current liability. The outstanding balance of as of June 30, 2025 is in relation to the recognition of contract related
contingencies.

 

 

 

 

(m)

Impairment of Long-Lived Assets

 

Goodwill is evaluated for impairment
either through a qualitative or quantitative approach at least annually, or more frequently if an event occurs or circumstances change
that indicate the carrying value of a reporting unit may not be recoverable. If a quantitative assessment is performed that indicates
the carrying amount of a reporting unit exceeds its fair market value, an impairment loss is recognized to reduce the carrying amount
to its fair market value. The fair market value is determined based on a weighting of the present value of projected future cash flows
(the “income approach”) and the use of comparative market approaches (“market approach”). Factors requiring significant
judgment include, among others, the assumptions related to discount rates, forecasted operating results, long-term growth rates, the determination
of comparable companies and market multiples. Fair value measurements used in the impairment review of goodwill are Level 3 measurements.
As of June 30, 2025 and 2024, there were quantitative factors that indicated goodwill was impaired in the amounts of $2,731,935 and $0,
respectively. The change in goodwill for the year ended June 30, 2025 was primarily related to a reduction in current and future business
related to Deposition Technology.

 

An intangible asset is an identifiable
non-monetary asset without physical substance. Such an asset is identifiable when it is separable, or when it arises from contractual
or other legal rights. Separable assets can be sold, transferred, licensed, etc. Examples of intangible assets include computer software,
licenses, trademarks, patents, films, and copyrights. The Company’s intangible assets are finite lived assets and are amortized
on a straight-line basis over the estimated useful lives of the assets.

 

(n)

Revenue Recognition

 

Revenue is recognized when control
of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be
entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the
effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods
or services is expected to be one year or less.

 

The Company’s revenue is derived
from the sales of its products, which represents net sales recorded in the Company’s Consolidated Statements of Operations and Comprehensive
Loss. Product sales are recognized when performance obligations under the terms of the contract with the customer are satisfied. Typically,
this would occur upon transfer of control, including passage of title to the customer and transfer of risk of loss related to those goods.
The Company measures revenue as the amount of consideration to which it expects to be entitled in exchange for transferring goods (transaction
price). The Company records reductions to revenue for estimated customer returns, allowances, markdowns, and discounts. The Company bases
its estimates on historical rates of customer returns and allowances as well as the specific identification of outstanding returns, markdowns
and allowances that have not yet been received by the Company. The actual amount of customer returns and allowances is inherently uncertain
and may differ from the Company’s estimates. If the Company determines that actual or expected returns or allowances are significantly
higher or lower than the reserves it established, it will record a reduction or increase, as appropriate, to net sales in the period in
which it makes such a determination. Reserves for returns and markdowns are included within accrued expenses and other liabilities in
the Company’s Consolidated Balance Sheets. Allowance and discounts are recorded in accounts receivable, net and the value of inventory
associated with reserves for sales returns are included within prepaid expenses and other current assets in the Consolidated Balance Sheets.

  

The Company estimates warranty claims
reserves based on historical results and research and determined that a warranty reserve was not necessary as of June 30, 2025, or 2024.

 

Net revenues from specialty pharmacy
accounted for over 30% of the Company’s total net revenues for the year ended June 30, 2025. Sales are recognized at an amount that
reflects the consideration to which the Company expects to be entitled in exchange for transferring control of goods or services to the
customer. The Company recognizes revenue, net of taxes and expected returns, at the time it sells merchandise, provides services or dispenses
prescription drugs to the customer. The Company estimates revenue based on expected reimbursements from third-party payors (e.g., pharmacy
benefit managers, insurance companies and governmental agencies) for dispensing prescription drugs. The estimates are based on all available
information including historical experience and are updated to actual reimbursement amounts.

 

 

 

 

The Company recognizes revenue when
control of the prescription drugs is transferred to customers, in an amount that reflects the consideration the Company expects to be
entitled to receive in exchange for those prescription drugs. The Company has established the following revenue recognition policies for
the Pharmacy Services segment:

 

Revenues generated from prescription
drugs sold by mail service dispensing pharmacies are recognized when the prescription drug is delivered to the client plan member. At
the time of delivery, the Company has performed substantially all of its performance obligations under its client contracts and does not
experience a significant level of returns or reshipments.

 

The Company’s retail drugstores
recognize revenue at the time the customer takes possession of the merchandise. For pharmacy sales, each prescription claim is its own
arrangement with the customer and is a performance obligation, separate and distinct from other prescription claims under other retail
network arrangements. Revenues are adjusted for refunds owed to third party payers resulting from pricing guarantees and performance against
defined value-based service and performance metrics. The inputs to these estimates are not subject to a high degree of subjectivity or
volatility.

 

Boost, which provides clinical testing
services and other services, satisfies its performance obligations and recognizes revenues primarily upon completion of the testing process
(when results are reported) or when services have been rendered. Boost has a standardized approach to estimate the amount of consideration
that we expect to be entitled to, including the impact of contractual allowances (including payer denials), and patient price concessions.
We regularly assess the state of our billing operations in order to identify issues which may impact the collectability of receivables
or revenue estimates. We believe that the collectability of our receivables is directly linked to the quality of our billing processes,
most notably those related to obtaining the correct information in order to bill effectively for the services we provide. As such, we
strive to implement “best practices” and work with our third-party billing company to reduce the number of requisitions that
we receive from healthcare providers with missing or incorrect billing information. We believe that our collection and revenue estimation
processes, along with our close monitoring of our billing operations, help to reduce the risk associated with material adjustments to
reserve estimates. However, changes to our estimate of the impact of contractual allowances (including payer denials) and patient price
concessions could have a material impact on our results of operations and financial condition in the period that the estimates are adjusted.
Adjustments to our estimated contractual allowances and implicit patient price concessions are recorded in the current period as changes
in estimates. Although we have limited track record, further adjustments to the allowances, based on actual receipts, may be recorded
upon settlement.

 

DES recognizes revenue on energy savings
contracts where it provides design, engineering and equipment upgrades to obtain energy savings through Environmental, Social, and Governance
(“ESG”) targets. DES recognizes revenue through two performance obligations: 1) the Energy Savings Report (point in time);
and 2) functional IP license (point in time with a significant financing component and royalty and variable consideration constraint).
Up to and upon completion of an energy savings project, DES calculates the monthly energy savings based on prior and current energy consumption
totals. Upon completion of a project, the customer pays monthly fixed payments which represents a financing component. DES recognized
monthly interest income and “royalty” revenue when the constraint from the energy savings percentage is known. DES records
revenue as it provides additional management, consulting, and other services as they are incurred.

 

DES records a sales-type where the
Company is the lessor. The Company records its investment in the plant and equipment, used to upgrade a customer’s real property,
leased to franchisees on a net basis, which is comprised of the present value of fixed lease payments not yet received over the course
of the energy savings agreements. The current and noncurrent portions of our net investment in sales-type leases are included in “Accounts
Receivable, net – related parties” and “Noncurrent receivables – related parties” respectively in the Consolidated
Balance Sheets. Unearned income is recognized as interest income over the lease term. Sales-type leases result in the recognition of gain
or loss at the commencement of the lease, which is recorded to “Revenues – related party” in the Consolidated Statements
of Operations and Comprehensive Loss.

 

 

 

 

DepTec and Bothof recognize revenues
using a cost-based input method, by which we use actual costs incurred relative to the total estimated contract costs to determine, as
a percentage, progress toward contract completion. Provisions for estimated losses on uncompleted contracts are made in the period in
which such losses are determined.

 

The Company also earns service revenue
from its other subsidiaries, including information technology and consulting services via Prakat, educational programs, and courses from
Dalrada Career Institute, energy services and solutions from Dalrada Technology Spain and Likido, and custom parts manufacturing for Dalrada
Precision Parts. For Prakat, Dalrada Precision Parts, Dalrada Technology Spain, Grand Entrances, and Likido, revenues are recognized when
performance obligations have been satisfied and the services are complete. This is generally at a point of time upon written completion
and client acceptance of the project or product, which represents transfer of control to the customer. For IHG, revenues are recognized
over the course of a semester while services are performed.

 

Disaggregation of Revenue

 

The following table presents the Company’s
revenue disaggregated by revenue source:

Schedule of disaggregated revenue
		Year Ended
		June 30,
		2025				2024
Product sales – third parties		$	6,812,477			$	13,917,454
Product sales – related party			–				140
Service revenue – third parties			11,887,749				4,207,133
Service revenue – related party			1,602,577				1,717,692
Total revenue		$	20,302,803			$	19,842,419

 

Accounts Receivable and Deferred
Revenue

 

The following table provides information
about receivables and contract liabilities from contracts with customers:

Schedule of receivables and contract liabilities
		June 30,				June 30,
		2025				2024
Accounts receivable, net		$	2,747,194			$	2,864,172
Accounts receivable, net – related parties			1,093,620				1,236,484
Noncurrent receivables			18,261				20,742
Noncurrent receivables – related parties			913,036				1,136,508
Deferred revenue			1,506,686				1,569,149

 

The Company invoices customers based
upon contractual billing schedules, and accounts receivable are recorded when the right to consideration becomes unconditional. Contract
liabilities represent a set-up fee prepayment received from a customer in advance of performance obligations met. For the fiscal years
ended June 30, 2025 and 2024, $1,569,149 and $1,337,259 of beginning deferred revenue was recognized as revenue, respectively.

 

 

 

 

(o)

Cost of Revenue

 

Cost of revenue consists primarily
of inventory sold and related freight for product sales and direct labor for information technology and consulting services. The following
table is a breakdown of cost of revenue:

Schedule of cost of revenue
		Year Ended
		June 30
		2025				2024
Product sales		$	6,503,633			$	12,628,731
Service revenue			8,493,048				6,229,656
Total cost of revenue		$	15,001,681			$	18,858,387

 

(p)

Advertising

 

Advertising costs are expensed as incurred.
During the fiscal years ended June 30, 2025, and 2024, advertising expenses were $368,002 and $189,188, respectively.

 

(q)

Stock-based Compensation

 

The Company records stock-based compensation
in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods
or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees
and the cost of the services received as consideration are measured and recognized based on the quoted market price of the equity instruments
issued. During the years ended June 30, 2025, and 2024, stock-based compensation expenses were $1,928,664 and $5,087,315, respectively.

 

(r)

Foreign Currency Translation

 

The functional currency of the Company
is the United States dollar. The functional currency of the Likido, DepTec, and Dalrada Technology subsidiaries is the Great British Pound.
The functional currency of Prakat is the Indian Rupee. The functional currency of Dalrada Technology Spain is the Euro. The financial
statements of the Company’s subsidiaries were translated to United States dollars in accordance with ASC 830, Foreign Currency
Translation Matters, using period-end rates of exchange for assets and liabilities, and average rates of exchange for the year for
revenues and expenses. Gains and losses arising on foreign currency denominated transactions are included in the Other Comprehensive Loss
section of the Consolidated Statements of Operations and Comprehensive Loss.

 

(s)

Comprehensive Loss

 

ASC
220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the
consolidated financial statements. During the years ended June 30, 2025, and 2024, the Company’s
only component of comprehensive loss was foreign currency translation adjustments.

 

 

 

 

(t)

Non-controlling Interests

 

Non-controlling interests are classified
as a separate component of equity in the Company’s Consolidated Balance Sheets and Statements of Changes in Stockholders’ Equity.
Net loss attributable to non-controlling interests are reflected separately from consolidated net loss in the Consolidated Statements
of Comprehensive Loss and Statements of Changes in Stockholders’ Equity (Deficit). Any change in ownership of a subsidiary while
the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests.
In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary will be initially
measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain
or loss.

 

As of June 30, 2025, and 2024, non-controlling
interests pertained to the Company’s Prakat and Pala subsidiaries in the amount of 25.4% and 0.0%, and 25.4% and 49.0%, respectively.
The Pala subsidiary was closed effective June 30, 2025 and all retained non-controlling interest was lost.

 

(u)

Basic and Diluted Net Loss per Share

 

The Company computes net income (loss)
per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per
share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common
shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect
to all dilutive potential common shares outstanding during the periods using the treasury stock method and convertible preferred stock
using the if-converted method. In computing diluted EPS, the average stock price for the periods is used in determining the number of
shares assumed to be purchased from the exercise of warrants.

 

There were no adjustments to the numerator
during the years ended June 30, 2025 and 2024.

 

(v)

Leases

 

The Company determines if an arrangement
is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the
use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying
asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all the economic benefits
from using the underlying asset. The Company has lease agreements which include lease and non-lease components, which the Company has
elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components is
recognized when the obligation is probable.

 

Operating lease right of use (“ROU”)
assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating
lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company primarily leases buildings (real
estate) which are classified as operating leases. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate
implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not
readily determinable in the Company’s leases, the incremental borrowing rate is used based on the information available at commencement
date in determining the present value of lease payments.

 

The lease term for all the Company’s
leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not
to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled
by the lessor. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company’s
leases as the reasonably certain threshold is not met.

 

 

 

 

Lease payments included in the measurement
of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable
under the exercise of the Company option to purchase the underlying asset if reasonably certain.

 

Variable lease payments not dependent
on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement
on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the Company’s Consolidated
Statement of Operations and Comprehensive Loss in the same line item as expense arising from fixed lease payments. As of the year ended
June 30, 2025, management determined that there were no variable lease costs.

  

(w)

Income Taxes

 

The Company accounts for income taxes
using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides
that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the
financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets
and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to
reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to
be realized. The Company had a full valuation allowance at June 30, 2025 and 2024, respectively.

 

(x)

Recent Accounting Pronouncements

 

In November 2023, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Improvements to Reportable Segment
Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable
segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported
measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the
CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance
and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods
within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented
in the financial statements. Early adoption is also permitted. This ASU has been adopted in the Segment Note within this 10-K.

 

(y)

Reclassification of Prior Year Presentation

 

Certain prior year amounts have been
reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
An adjustment was made to the Consolidated Statements of Operations and Comprehensive Loss to reclassify the tax provision expense from
the Selling General and Administrative expenses to Income Tax Provision. This change also affected the segment reporting for 2024 shown
in RESULTS OF OPERATIONS and 11. Segment Reporting.

 

 

3.	Business Combinations

 

Fiscal 2025 Transactions

 

On August 21, 2024, the Company acquired
100% of Grand Entrances through a Purchase Agreement. Grand Entrances is a California based custom door and hardware retail store. Pursuant
to the terms of the transaction, the Company acquired all assets, tangible and intangible, which relate to, or are used or held for use
in connection with the business in consideration of $100 in cash, assumption of all liabilities, and a 20% earnout of Earnings Before
Interest, Taxes, Depreciation, and Amortization (“EBITDA”) over a 3-year period.

 

As a result of the 20% earnout of EBITDA
over a 3-year period, the Company recorded contingent consideration (see Note 2. Summary of Significant Accounting Policies) in connection
with the acquisition. The following is a summary of the purchase price consideration: 

Schedule of purchase price consideration
Cash – Payment		$	100
Contingent consideration			211,289
Total purchase price consideration		$	211,389

 

 

 

 

The Company acquired Grand Entrances
to vertically integrate custom door and hardware products into Bothof Brothers’ real estate construction pipelines and scale its
profit margins.

 

The Grand Entrances transaction was
accounted for as a business combination in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The Company has
determined preliminary fair values of the assets acquired and liabilities assumed. These values are subject to change as we perform additional
reviews of our assumptions utilized.

 

The Company has made an allocation of
the purchase price regarding the acquisition related to the assets acquired and liabilities assumed as of the purchase date. The following
table summarizes the purchase price allocation as of August 21, 2024:

Schedule of purchase price allocation
		Purchase Price Allocation
Cash and cash equivalents		$	24,069
Accounts receivable, net			207,335
Prepaid expenses			28,917
Inventory			182,281
Property and equipment, net			55,405
Goodwill			185,269
Accounts payable			(141,064	)
Deferred revenue			(2,186	)
Ally loan			(10,515	)
Fundation loan			(84,677	)
MCA servicing loan			(83,445	)
BA EIDL loan			(150,000	)
Purchase price consideration		$	211,389

 

Fiscal 2024 Transactions

 

IV Services, LLC dba Genefic Infusion
Rx

 

On May 13, 2024, the Company acquired
100% of IV Services, LLC dba Genefic Infusion Rx (“IVS”) through a Membership Interest Purchase Agreement. IVS is a Louisiana
based pharmacy that holds pharmacy licenses in Louisiana and Mississippi and specializes in home infusion services. Pursuant to the terms
of the transaction, the Company acquired all assets, tangible and intangible, which relate to, or are used or held for use in connection
with the business for cash, closing date inventory, closing date rent payment, closing date cash on hand, and total liabilities of $156,926.

 

The Company acquired IVS to expand the
physical footprint of Genefic Specialty Rx as well as its ability to ship a larger volume of prescriptions and to enter the infusion pharmacy
business.

 

The IVS transaction was accounted for
as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC
805”). The Company has determined preliminary fair values of the assets acquired and liabilities assumed. These values are subject
to change as we perform additional reviews of our assumptions utilized.

 

 

 

 

The Company has made a preliminary allocation
of the purchase price regarding the acquisition related to the assets acquired and liabilities assumed as of the purchase date. The following
table summarizes the purchase price allocation as of May 13, 2024:

Schedule of purchase price allocation
		Purchase Price Allocation
Cash and cash equivalents		$	2,991
Inventory			149,216
Prepaid expenses			2,390
Deposits			10,700
Fixed assets, net			166,526
IP-technology-license			99,000
Non-competes			17,500
Goodwill			371,298
Accounts payable			(97,494	)
Accrued compensation – PTO			(12,933	)
Loan payable			(46,500	)
Purchase price consideration		$	662,694

 

 

4.	Selected Balance Sheet Elements

 

Inventories

 

Inventories consisted of the following
as of June 30, 2025, and 2024:

Schedule of inventories
		June 30,				June 30,
		2025				2024
Raw materials		$	977,224			$	910,679
Work-in-progress			1,638,330				1,129,348
Finished goods			74,291				607,625
Total inventories		$	2,689,845			$	2,647,652

 

Property and Equipment, Net

 

Property and equipment, net consisted
of the following as of June 30, 2025, and 2024:

Schedule of property and equipment, net
		June 30,				June 30,
		2025				2024
Machinery and equipment		$	1,645,788			$	1,769,470
Leasehold improvements			557,524				416,854
Computer and office equipment			583,350				458,689
Property and equipment, gross			2,786,662				2,645,013
Less: Accumulated depreciation			(1,513,347	)			(1,192,731	)
Property and equipment, net		$	1,273,315			$	1,452,282

 

 

 

 

Depreciation expense of $535,271 and
$473,183 for the years ended June 30, 2025, and 2024, respectively, were included in selling, general and administrative expenses in the
Consolidated Statements of Operations and Comprehensive Loss.

 

Goodwill

 

Goodwill consisted of the following
by segment as of June 30, 2025, and 2024:

Schedule of goodwill
		Precision				Genefic				Climate Technology				Total
Balance: June 30, 2024		$	3,106,090			$	1,069,668			$	–			$	4,175,758
Additions			3,605				–				–				3,605
Adjustments to purchase price allocation			–				–				88,070				88,070
Less: loss on impairment			(2,735,540	)			–				–				(2,735,540	)
Balance: June 30, 2025		$	374,155			$	1,069,668			$	88,070			$	1,531,893

 

		Precision				Genefic				Climate Technology				Total
Balance: June 30, 2023		$	3,106,090			$	697,057			$	–			$	3,803,147
Additions			–				372,611				–				372,611
Balance: June 30, 2024		$	3,106,090			$	1,069,668			$	–			$	4,175,758

 

Intangible Assets, Net

 

Intangible assets, net consisted of
the following as of June 30, 2025, and June 30, 2024:

Schedule of intangible assets, net
																		Developed
																		technology,
		Curriculum								Customer								software,
		development				Licenses				relationships				Trademarks				and other				Totals
Balance: June 30, 2024		$	693,385			$	1,064,000			$	1,244,480			$	535,547			$	929,979			$	4,467,391
Retirements			–				(95,000	)			–				–				–				(95,000	)
Additions			–				–				97,200				–				23,369				120,569
Balance: June 30, 2025			693,385				969,000				1,341,680				535,547				953,348				4,492,960
Less: Accumulated amortization
Balance: June 30, 2024			(241,569	)			(106,496	)			(278,218	)			(170,919	)			(122,923	)			(920,125	)
Retirements			–				95,000				–				–				–				95,000
Additions			(69,339	)			(50,785	)			(132,583	)			(63,483	)			(240,854	)			(557,009	)
Balance: June 30, 2025			(310,908	)			(62,281	)			(410,801	)			(234,402	)			(363,777	)			(1,382,134	)
Net book value: June 30, 2025		$	382,477			$	906,719			$	930,879			$	301,145			$	589,571			$	3,110,826

 

 

 

 

																		Developed
																		technology,
		Curriculum								Customer								software,
		development				Licenses				relationships				Trademarks				and other				Totals
Balance: June 30, 2023		$	693,385			$	1,064,000			$	1,244,480			$	535,547			$	813,479			$	4,350,891
Additions			–				–				–				–				116,500				116,500
Balance: June 30, 2024			693,385				1,064,000				1,244,480				535,547				929,979				4,467,391
Less: Accumulated amortization
Balance: June 30, 2023			(172,230	)			(55,378	)			(153,770	)			(54,595	)			(56,832	)			(492,805	)
Additions			(69,339	)			(51,118	)			(124,448	)			(116,324	)			(66,091	)			(427,320	)
Balance: June 30, 2024			(241,569	)			(106,496	)			(278,218	)			(170,919	)			(122,923	)			(920,125	)
Net book value: June 30, 2024		$	451,816			$	957,504			$	966,262			$	364,628			$	807,056			$	3,547,266

 

Amortization expense of $462,009
and $427,320 for the years ended June 30, 2025, and 2024, respectively, were included in selling, general and administrative
expenses in the statements of operations and comprehensive loss. The Company’s intangible assets are subject to amortization
and are amortized over the straight-line methods over their estimated period of benefit.

 

Future amortization expense is as follows:

Schedule of future amortization expense
Year Ending June 30,
2026		$	380,288
2027			379,382
2028			378,450
2029			375,361
2030			358,277
Thereafter			1,239,068
Total		$	3,110,826

 

 

5.	Notes Payable

 

Notes Payable – Related
Parties

 

The following is a summary of notes
payable – related parties as of June 30, 2025, and 2024:

Schedule of notes payable, related parties
		June 30, 2025
		Outstanding				Accrued
		Principal				Interest
Related entity 2		$	866,244			$	117,920
Related entity 4			714,196				33,909
Related entity 6			120,975				18,615
		$	1,701,415			$	170,444

 

 

 

 

		June 30, 2024
		Outstanding				Accrued
		Principal				Interest
Related entity 2		$	52,887			$	–
Related entity 4			1,070				–
		$	53,957			$	–

 

The following is a summary of current
and noncurrent notes payable – related parties as of June 30, 2025, and 2024:

Schedule of long-term notes payable, related parties
		June 30, 2025
		Current				Long-Term
		Portion				Portion				Total
Related entity 2		$	–			$	866,244			$	866,244
Related entity 4			–				714,196				714,196
Related entity 6			–				120,975				120,975
		$	–			$	1,701,415			$	1,701,415

 

		June 30, 2024
		Current				Long-Term
		Portion				Portion				Total
Related entity 2		$	–			$	52,887			$	52,887
Related entity 4			–				1,070				1,070
		$	–			$	53,957			$	53,957

 

A note with Related Entity 2 is dated
December 31, 2023, bears interest at 9.5% per annum, is unsecured and is due 1,095 days from the date of issuance. All other notes are
unsecured, bear interest at 8% per annum, and are due 1095 days from the date of issuance. Each related party has significant influence
or common ownership with the Company’s Chief Executive Officer. As of June 30, 2025 and 2024, total accrued interest for Notes Payable-Related
Parties was $170,444 and $0, respectively. The Company recorded interest expense from Notes Payable-Related Party for fiscal years ending
June 30, 2025, and 2024, of $170,444 and $244,750, respectively.

  

There were various related party debt
convertible notes that occurred during 2025 and 2024 (see “Note 8. Convertible Note Payable – Related Parties” for more
information).

 

There is an expected future payment
of $1,711,278 due for the year ended June 30, 2027 associated with the related party debt..

 

Notes Payable

 

Notes payable includes the following:

Schedule of note payable
		June 30,				June 30,
		2025				2024
Current portion		$	3,937,797			$	5,710,718
Noncurrent portion			4,926,416				1,038,567
Total		$	8,864,213			$	6,749,285

 

 

 

 

The Company’s Economic Injury
Disaster Loan (“EIDL”) dated May 10, 2020, include a 3.75% interest rate for up to 30 years; the payments are deferred for
the first two years (during which interest will accrue), and payments of principal and interest are made over the remaining 28 years.
The EIDL loan has no penalty for prepayment. The EIDL loan attaches collateral which includes the following property that EIDL borrower
owns or shall acquire or create immediately upon the acquisition or creation thereof: all tangible and intangible personal property, including,
but not limited to: (a) inventory, (b) equipment, (c) instruments, including promissory notes (d) chattel paper, including tangible chattel
paper and electronic chattel paper, (e) documents, (f) letter of credit rights, (g) accounts, including health-care insurance receivables
and credit card receivables, (h) deposit accounts, (i) commercial tort claims, (j) general intangibles, including payment intangibles
and software and (k) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security
interest the EIDL borrower grants includes all accessions, attachments, accessories, parts, supplies and replacements for the collateral,
all products, proceeds and collections thereof and all records and data relating thereto. The balance of Company’s EIDL is $150,005
and $147,807 for the years ended June 30, 2025, and 2024 respectively. The EIDL loan is technically in default as a result of a change
in ownership without the Small Business Administration (“SBA”) prior written consent. The Company has contacted the SBA regarding
the transfer of ownership and has not yet finalized the transfer of ownership.

 

The Company’s COVID-19 Government
Loan includes a 2.5% interest rate for up to six years; the payments are deferred for the first year (during which interest will accrue).
The balance of COVID-19 Government Loan is $12,217 and $24,206 for the years ended June 30, 2025, and 2024, respectively.

 

The Company has a loan totaling $72,348
and $95,060 as of June 30, 2025, and 2024, respectively, which includes an interest rate of 5% with a maturity date of April 29, 2025.
The loan is collateralized by personal property and includes monthly payments in the amount of $2,656, with a balloon payment at the maturity
date in the amount of $336,898. The Company renewed a loan on June 26, 2023, for $176,836, which includes an interest rate equal to the
Wall Street Journal Prime Rate, or 8.25% as of June 30, 2023, and a maturity date of October 29, 2025.

 

On July 25, 2023, the Company entered
into an agreement with OnPoint LTB, LLC, for a credit line and funding of up to $2,000,000. The terms of the credit line include a 24-month
term loan, with interest only for 6 months, then amortizing over 18 months down to 50%, with the remaining 50% of the balance due at the
end of term. Interest is fixed at 20% per annum, with an origination fee of $20,000 which is added to the loan balance. The Company borrowed
the first installment of $1,200,000 at the time of closing and the remaining $800,000 was borrowed on October 4, 2023. As part of the
loan origination fee, the Company issued 500,000 shares of its common stock. The transaction includes a debt discount of $189,971 which
is amortized using an effective interest method over a 24-month period. The net balance of the loan is $1,187,990 and $1,561,395 for the
years ended June 30, 2025, and 2024, respectively.

 

On January 4, 2024, the Company executed
a revenue purchase agreement with NewCo Capital Group LLC for $350,000, which included a 17% purchase percentage and a total purchased
amount of $507,500 at the end of the term. The agreement included a $10,500 underwriting fee and a $10,500 origination fee. The debt was
fully paid as of June 30, 2025.

 

On January 22, 2024, a loan and security
agreement was executed with Nautilus Parent Holding, LLC whereby the Company can borrow 80% of the estimated accounts receivable at 2%
interest per month for up to a maximum draw down of $750,000. On April 18, 2024, the Company board of directors approved to increase the
maximum draw down to $8,000,000. The agreement included a $5,000 expense deposit. The net balance of the loan is $6,445,000 and $2,900,000
for the years ended June 30, 2025, and 2024, respectively.

 

On April 8, 2024, the Company entered
into a promissory note with 1800 Diagonal Lending, LLC for $172,500. The promissory note included a one-time interest charge of 14%, which
was applied on the issuance date, and matured on February 15, 2025. There were 10 monthly payments in the amount of $19,665 for a total
payback of $196,650. The debt was fully paid as of June 30, 2025.

 

 

 

 

On May 2, 2024, the Company executed
a revenue purchase agreement with Credit Line Capital Group for $600,000, which includes a 14% purchase percentage and a total purchased
amount of $786,000 at the end of the term. The agreement includes a $6,000 underwriting fee and a $6,000 origination fee. The net balance
of the loan is $33,550 and $508,476 for the years ended June 30, 2025, and 2024, respectively.

 

On May 16, 2024, the Company entered
into a promissory note with 1800 Diagonal Lending, LLC for $122,475. The promissory note included a one-time interest charge of 14%, which
was applied on the issuance date, and matures on March 30, 2025. There were 10 monthly payments in the amount of $13,962 for a total payback
of $139,621. The debt was fully paid as of June 30, 2025.

 

On May 16, 2024, the Company entered
into a term loan with Agile Capital Funding, LLC for $525,000 and included an administrative fee in the amount of $23,625. There were
32 weekly payments in the amount of $22,641 for a total payback of $724,500. The debt was fully paid as of June 30, 2025.

 

On June 25, 2024, the Company executed
a revenue purchase agreement with Cucumber Capital LLC for $325,000, which included a 9% purchase percentage and a total purchased amount
of $487,175 at the end of the term. The agreement included a $19,500 origination fee. The debt was fully paid as of June 30, 2025.

 

On July 29, 2024, the Company executed
a revenue purchase agreement with Tycoon Capital Group with a total advance of $125,000 and payback of $187,375. The debt was fully paid
as of June 30, 2025.

 

On August 23, 2024, the Company executed
a revenue purchase agreement with Quick Funding with a total advance of $170,000 and payback of $254,150. The debt was fully paid as of
June 30, 2025.

 

On September 20, 2024, the Company executed
a revenue purchase agreement with QFS Capital, LLC with a total advance of up to $1,573,781 and payback of $2,359,097. The net balance
of the loan is $277,191 as of June 30, 2025.

 

The following are the expected future
payments as of June 30, 2025:

Schedule of expected future payments
Fiscal Year Ending June 30,
2026		$	3,937,797
2027			4,549,634
2028			57,298
2029			45,944
2030			11,281
Thereafter			262,259
Total		$	8,864,213

 

 

 

 

 

6.	Convertible Note Payable – Related Parties

 

On June 30, 2024, the Company converted
$3,924,499 of related party debt principal and interest into 4,700 shares of Series I Convertible Preferred Stock (“Series I Stock”).
The Series I Stock shall convert at one share of Series I Stock to 5,000 shares of common stock (equivalent to converting the related
dollars into common shares at $0.167 per share). The Series I Stock does not have voting rights.

 

On June 25, 2025, the Company converted
$11,861,578 of related party debt principal and interest into 14,205 shares (effective price of $835 per share) of Series I Convertible
Preferred Stock (“Series I Stock”). The Series I Stock shall convert at one share of Series I Stock to 5,000 shares of common
stock (equivalent to converting the related dollars into common shares at $0.167 per share). The Series I Stock does not have voting rights.
The Company issued these shares of common stock pursuant to the exemption from registration provided by Section 3(a)(9) of the Act in
that such issuance did not constitute a public offering.

 

 

7.	Related Party Transactions

 

Fiscal 2025 Transactions

 

During the year ended June 30, 2025,
the Company received cash funding or expenses paid on behalf of the Company from related parties totaling $16,473,716. The expenses paid
on their behalf primarily relate to operational expenditure and payroll. In most cases, promissory notes were created on a quarterly basis
totaling the amounts referenced above. The remaining amounts are included within accounts payable – related parties for which the
related parties expect repayment. The above-referenced expenses relate to three corporations that the Company has classified as related
parties. These corporations are all owned and/or operated by an individual who has a familial relationship with the Company’s CEO.

   

As of June 30, 2025, amounts included
within accounts payable and accrued liabilities – related parties for related party expenses were $2,514,302.

 

During the year ended June 30, 2025,
the Company’s Bothof Brothers and Grand Entrances subsidiaries recognized revenue for construction services and custom door sales
totaling $1,602,577 and $77,896, respectively, from corporations owned and/or operated by a related party who has a familial relationship
with the Company’s CEO.

 

Fiscal 2024 Transactions

 

During the year ended June 30, 2024,
the Company received cash funding or expenses paid on behalf of the Company from related parties totaling $2,923,418. The expenses paid
on their behalf primarily relate to operational expenditure and payroll. In most cases, promissory notes were created on a quarterly basis
totaling the amounts referenced above. The remaining amounts are included within accounts payable – related parties for which the
related parties expect repayment. The above-referenced expenses relate to three corporations that the Company has classified as related
parties. These corporations are all owned and/or operated by an individual who has a familial relationship with the Company’s CEO.

 

As of June 30, 2024, amounts included
within accounts payable and accrued liabilities – related parties for related party expenses were $136,976.

 

 

 

 

The following is a summary
of revenues recorded by the Company’s related parties with common ownership:

Schedule of related party revenues
		Year Ended
		June 30,
		2025				2024
Grand Entrances		$	77,896			$	–
Dalrada Energy Services			–				5,207
Ignite			–				140
Prakat			–				15,000
Bothof Brothers			1,602,577				1,697,485
		$	1,680,473			$	1,717,832

 

See Notes 5, 6, 7, 8, and 12 for additional
related party transactions.

 

 

8.	Preferred Stock

 

On March 29, 2024, the Company converted
$13,318,943 of related party debt principal and interest into 15,951 shares (effective price of $835 per share) of Series I Convertible
Preferred Stock (“Series I Stock”). The Series I Stock shall convert at one share of Series I Stock to 5,000 shares of common
stock (equivalent to converting the related dollars into common shares at $0.167 per share). The Company issued these shares of common
stock pursuant to the exemption from registration provided by Section 3(a)(9) of the Act in that such issuance did not constitute a public
offering.

 

Pursuant to the acquisition agreement
dated April 6, 2022 between the Company and Silicon Services Consortium Ltd. (“SSCe”), the sellers of SSCe were to be issued
3,000,000 shares of its common stock evenly every quarter for 24 months with the initial distribution to take place on the effective date
(the “Share Consideration”). If at the end of the 24-month stock distribution period, beginning on the effective date of April
7, 2022 (the “Distribution Period”), the value of common stock consideration does not equate to 4,000,000 GBP (the “Target
Amount”) in value, then the Company shall issue additional stock equal to the shortfall between the value of the Share Consideration
and the Target Amount (the “Valuation Shortfall”). At the end of the Distribution Period, the sellers of SSCe were to be issued
an additional $4,440,000 in stock as a result of the Valuation Shortfall. The Company share price at the end of the Distribution Period
was $0.20, creating an additional 22,200,000 shares of common stock due to the sellers of SSCe. Pursuant to board resolution dated May
22, 2024, Valuation Shortfall shares were issued into 4,440 shares of Series I Convertible Preferred Stock (“Series I Stock”)
as opposed to common stock. The Series I Stock shall convert at one share of Series I Stock to 5,000 shares of common stock (equivalent
to converting the related dollars into common shares at $0.167 per share). The Series I Stock does not have voting rights. The Company
issued these shares of common stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance
did not constitute a public offering.

 

On June 30, 2024, the Company converted
$3,924,499 of related party debt principal and interest into 4,700 shares (effective price of $835 per share) of Series I Convertible
Preferred Stock (“Series I Stock”). The Series I Stock shall convert at one share of Series I Stock to 5,000 shares of common
stock (equivalent to converting the related dollars into common shares at $0.167 per share). The Series I Stock does not have voting rights.
The Company issued these shares of common stock pursuant to the exemption from registration provided by Section 3(a)(9) of the Act in
that such issuance did not constitute a public offering.

 

On October 3, 2024, the Company converted
an additional 781,670 shares of its common stock related to the SSCe Valuation Shortfall shares to 156 shares of Series I Stock.

 

On October 14, 2024, the Company converted
4,596 shares of Series I Stock to 22,981,670 shares of its common stock.

 

 

 

 

 

9.	Stockholders’ Equity

 

Common Stock Transactions – Fiscal 2025

 

On October 14, 2024, the Company converted 4,596
shares of Series I Stock to 22,981,670 shares of its common stock.

 

In February 2025, the Company approved
a consulting agreement whereby the consultant shall be issued 3,000,000 shares of common stock over a three-year period beginning May
1, 2024. The consulting fees associated with the consulting agreement is $33,000 and amortized over the three-year period.

 

Common Stock Transactions – Fiscal 2024

 

In July 2023, the Company issued 500,000
shares of common stock in connection with a fee for a third-party loan in the amount of 1,200,000. The company ascribed $60,000 to those
shares recorded as a debt discount. The Company issued these shares of common stock pursuant to the exemption from registration provided
by Section 4(a)(2) of the Act in that such issuance did not constitute a public offering.

 

In July 2023, the Company issued 109,637
shares of common stock pursuant to the Stock Purchase Agreement with Prakat Solutions Inc. for $14,413. This issuance was a follow on
with certain legacy stockholders of Prakat to the 2020 purchase by the Company of 72% of Prakat. The Company issued these shares of common
stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute a public
offering.

 

In July and October 2023, the Company
issued a total of 1,000,000 shares of common stock related to earn-out payments in the acquisition of Genefic Specialty Pharmacy. The
company ascribed $106,250 to those shares recorded at the value of the shares upon issuance. The Company issued these shares of common
stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute a public
offering.

 

In October 2023 the company issued 500,000
shares of common stock pursuant to a loan agreement for $173,000. The Company issued these shares of common stock pursuant to the exemption
from registration provided by Section 4(a)(2) of the Act in that such issuance did not constitute a public offering.

 

In December 2023 and April 2024, the
Company issued a total of 1,000,002 shares of common stock related to the acquisition of DepTec (SSCe) for $200,947. The Company issued
these shares of common stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance
did not constitute a public offering.

 

In February 2024, the Company issued
4,666,665 shares of common stock related to a Company conducted private placement for aggregate proceeds of $604,001, or $0.13 per share.
The Company used the proceeds for operating capital. The Company issued these shares of common stock pursuant to the exemption from registration
abiding by Rule 506 under Regulation D.

 

In February 2024, the Company issued
1,200,000 shares of common stock pursuant to consulting agreements resulting in $241,200 in consultancy fees. The Company issued these
shares of common stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Act in that such issuance did not
constitute a public offering.

 

 

 

 

 

10.	Stock-Based Compensation

 

Dalrada Financial Corporation 2020
Stock Compensation Plan

 

On September 6, 2023, the Company authorized
and issued 15,861,000 cashless warrants to various officers, employees, and consultants of the Company. A total of 6,000,000 cashless
warrants vest over a 24-month period and hold an exercise price of $0.10 per share. A total of 4,200,000 cashless warrants vest over a
36-month period and hold an exercise price of $0.12 per share. A total of 5,161,000 cashless warrants vest over a 36-month period and
hold an exercise price of $0.17 per share. A total of 500,000 cashless warrants vest over a 36-month period and hold an exercise price
of $0.12 per share. The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants granted was $0.08
per share, or $2,064,699, which was calculated using the Black-Scholes model.

 

On December 14, 2023, the Company authorized
and issued 250,000 cashless warrants to various employees of the Company. All 250,000 cashless warrants vest over a 36-month period and
hold an exercise price of $0.17 per share. The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants
granted was $0.17 per share, or $42,056, which was calculated using the Black-Scholes model.

 

On January 30, 2024, the Company authorized
and issued 5,455,000 cashless warrants to various employees and consultants of the company. A total of 580,000 cashless warrants vest
over a 36-month period and hold an exercise price of $0.20 per share. A total of 1,875,000 cashless warrants vest immediately and hold
an exercise price of $0.12 per share. A total of 3,000,000 cashless warrants vest immediately and hold an exercise price of $0.20 per
share.

 

On February 3, 2025, the Company authorized
and issued 3,855,000 cashless warrants to various employees and consultants of the company. A total of 955,000 cashless warrants vest
over a 36-month period and hold an exercise price of $0.16 per share. A total of 200,000 cashless warrants vest over a 36-month period
and hold an exercise price of $0.15 per share. A total of 2,000,000 cashless warrants vest over a 24-month period and hold an exercise
price of $0.10 per share. A total of 500,000 cashless warrants vest over a 12-month period and hold an exercise price of $0.15 per share.
A total of 200,000 cashless warrants vest immediately and hold an exercise price of $0.17 per share.

Schedule of warrants outstanding
										Weighted
		Common				Weighted				Average
		Stock				Average				Remaining
		Warrants				Exercise Price				Contractual Life
Outstanding – June 30, 2023			45,451,134			$	0.33				8.83
Granted			21,566,000				0.14
Exercised			–				–
Forfeited			(12,902,355	)			–
Outstanding – June 30, 2024			54,144,779				0.26				8.27
Granted			3,855,000				0.13
Exercised			–				–
Forfeited			(648,174	)			–
Outstanding – June 30, 2025			57,321,605			$	0.25				7.62
Exercisable at June 30, 2025			48,653,500			$	0.27				7.49

 

 

Schedule of assumptions
		Years Ended June 30,
		2025				2024
Risk-free interest rate			4.36%				4.00%
Expected volatility			915.64%				109.7%
2025 Expected dividend yield			0.00%				0.00%
Expected life (years)			5.27				5.27

 

The
intrinsic value of outstanding warrants was $0 as of June 30, 2025, and 2024.

 

 

 

 

 

During
the year ended June 30, 2025, and 2024, stock-based compensation expenses were $1,928,664 and $5,087,315, respectively. Total unrecognized
compensation cost of non-vested options was $488,130 and $2,384,724 on June 30, 2025, and 2024, respectively, which will be recognized
over the next three fiscal years. The unrecognized compensation cost of non-vested options for the fiscal year ended June 30, 2025 will
be recognized over the next two and half fiscal years.

 

 

11.	Segment Reporting

 

The Company operates in 5 separate divisions
and is managed by a single management team whose chief operating decision maker is the Chief Executive Officer, who evaluates segment
performance based on operating income (loss) for purposes of allocating resources and evaluating financial performance.

Schedule of segment information
		Year Ended June 30, 2025
		Genefic				Dalrada Climate Technology				Dalrada Precision Manufacturing				Dalrada Technologies				Corporate				Consolidated
Revenues		$	10,424,584			$	8,081,063			$	448,409			$	1,348,747			$	–			$	20,302,803
Cost of revenue			8,475,202				5,205,286				436,603				849,015				35,575				15,001,681
Selling, general and administration			5,566,659				5,740,001				1,282,290				561,733				9,873,610				23,024,292
Research and development			–				–				–				–				–				–
Goodwill impairment			–				–				2,735,540				–				–				2,735,540
Other segment expenses			–				–				–				–				–				–
Income (Loss) from Operations			(3,617,277	)			(2,864,224	)			(4,006,023	)			(62,001	)			(9,909,185	)			(20,458,710	)
Other Income (Expenses)			(2,217,640	)			118,986				25,240				(14,119	)			(2,116,347	)			(4,203,880	)
Income tax benefit/provision			–				–				–				–				9,600				9,600
Net income/(loss)			(5,834,916	)			(3,980,784	)			(2,745,238	)			(76,120	)			(12,015,932	)			(24,672,190	)

  

		Year Ended June 30, 2024
		Genefic				Dalrada Climate Technology				Dalrada Precision Manufacturing				Dalrada Technologies				Corporate				Consolidated
Revenues		$	13,217,899			$	2,804,236			$	2,447,148			$	1,373,136			$	–			$	19,842,419
Cost of revenue			12,243,596				3,913,753				1,784,652				883,986				32,400				18,858,387
Selling, general and administration			7,585,611				5,204,881				2,011,817				724,254				12,296,815				27,823,378
Research and development			–				–				–				–				–				–
Other segment expenses			312,128				–				–				–				–				–
Income (Loss) from Operations			(6,611,308	)			(6,314,398	)			(1,349,321	)			(235,104	)			(12,329,215	)			(26,839,346	)
Other Income (Expenses)			(792,032	)			(216,286	)			61,410				(8,433	)			(1,385,611	)			(2,340,952	)
Income tax benefit/provision			–				–				–				–				5,600				5,600
Net income/(loss)			(7,403,340	)			(1,287,911	)			(6,530,684	)			(243,537	)			(13,720,426	)			(29,185,898	)

 

The Company manages its business and
makes its decisions within its operating segments. The Company classifies its operations into five segments: Genefic, Climate Technology,
Manufacturing, Technology, and Corporate. The Company evaluates the performance of its segments primarily based on revenues and operating
income (loss).

 

 

 

 

 

Segment information for the years ended
June 30, 2025, and 2024 is as follows:

  

Geographic Information

 

The following table presents revenue
by country:

Schedule of revenue by country
		Year Ended,
		June 30,
		2025				2024
United States		$	17,410,789			$	17,194,741
Scotland			380,581				1,242,642
Spain			1,541,380				310,568
India			970,053				1,094,468
		$	20,302,803			$	19,842,419

 

The following table presents inventories by country:

Schedule of inventories by country
		June 30,				June 30,
		2025				2024
United States		$	205,049			$	544,334
Scotland			2,484,796				2,103,318
		$	2,689,845			$	2,647,652

 

The following table presents property and equipment, net,
by country:

Schedule of property and equipment by country
		June 30,				June 30,
		2025				2024
United States		$	1,142,344			$	1,277,282
Scotland			80,084				121,180
Spain			44,966				48,121
India			5,921				5,699
		$	1,273,315			$	1,452,282

 

 

 

 

 

 

 

12.	Commitments and Contingencies

 

Lease Commitments

 

Right of Use Asset

 

In July, 2023, Bothof Brothers entered
into a 3-year lease agreement to lease a warehouse in Escondido, California. The Company recognized a right-of-use asset and lease liability
of $342,211 and used an effective borrowing rate of 8.0% within the calculation. Imputed interest is $39,366. The lease agreement matures
in February 2026.

 

In August 2024, the Company entered
into a two-year and eight-month operating lease agreement to lease manufacturing and office space in Portland, Oregon related to the deposition
technology business. The Company recognized a right-of-use asset and lease liability of $211,629 and used an effective borrowing rate
of 8.0% within the calculation. Imputed interest is $9,483. The lease agreement matures in April 2027.

 

In October 2024, Grand Entrances assigned
its lease to Bothof Brothers. The lease is ten-year and one-month operating lease for retail showroom and warehouse space in San Diego,
California. The Company recognized a right-of-use asset and lease liability of $953,329 and used an effective borrowing rate of 8.0% within
the calculation. Imputed interest is $263,371. The lease agreement matures in June 2030.

 

On July 26, 2025, the IV Services, LLC
amended its lease to extend the term from October 1, 2025 through September 31, 2030.

 

The following are the expected maturities
of lease liabilities for operating leases as of June 30, 2025, including the total amount of imputed interested related:

Schedule of minimum lease payments
Fiscal Year Ended June 30,
2026		$	1,662,498
2027			1,522,199
2028			653,000
2029			265,056
2030			228,581
Thereafter			–
Total lease payments			4,331,334
Less: imputed interest			(387,949	)
Present value of lease liability		$	3,943,385

 

Other information related to operating
leases for the years ended June 30, 2025, and 2024, respectively, were as follows:

Schedule of lease information
		June 30, 2025				June 30, 2024
Weighted average remaining lease term – years			2.8				3.1
Weighted average discount rate			7.14%				6.87%
Right of use assets obtained in exchange for operating leases		$	953,329			$	1,247,817
Operating cash flows from operating leases		$	1,953,153			$	1,536,060

 

 

 

 

 

13.	Income Taxes

 

We file income tax returns in the United
States federal jurisdiction and in various state, local, and foreign jurisdictions. In the normal course of business, we are subject to
examination by taxing authorities. The Company is currently on extension and has yet to file their income tax return for the year ended
June 30, 2025.

 

As of June 30, 2025 and 2024, the Company
had federal and state net operating loss carry forwards of $22,976,338,
and $14,945,830, respectively, that may be offset
against future taxable income which will begin to expire in 2038 through 2041.

 

The reconciliation of income tax expense
computed at the U.S. federal statutory rate to the income tax provision for the years ended June 30, 2025, and 2024 is as follows:

Schedule of reconciliation of income taxes
		June 30,
		2025				2024
Current:
Federal		$	–			$	–
State			9,600				5,600
Foreign			–				–
Total current income tax expense			9,600				5,600
Deferred:
Federal			(4,598,433	)			(5,083,865	)
State			(1,277,576	)			(1,426,068	)
Total deferred income tax expense			(5,876,009	)			(6,509,933	)
Valuation allowance			5,876,009				6,509,933
Total provision for income taxes		$	9,600			$	5,600

 

The
provision for income tax for the year ended June 30, 2025, is included in selling, general and administrative expenses.

  

Deferred
income taxes reflect the net tax effects of: (a) temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes; and (b) operating loss and tax credit carryforwards. We record net deferred
tax assets to the extent we believe these assets will more likely than not be realized. In making such a determination, we consider all
available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable
income, tax planning strategies and recent financial operations. Significant components of deferred tax assets as of June 30, 2025, and
2024 were as follows:

Schedule of deferred taxes
		June 30,
		2025				2024
Depreciation & Amortization		$	93,044			$	124,904
Reserves and Accruals			413,463				111,487
Research & Development Credits			–				–
Net Operating Loss Carryforwards			22,976,338				16,011,206
Gross Deferred Tax Assets			23,482,845				16,247,597
Valuation Allowance			(23,482,845	)			(16,247,597	)
Net Deferred Tax Assets		$	–			$	–

 

 

 

 

 

 

Reconciliation
of the statutory federal income tax to the Company’s effective tax:

Schedule of reconciliation of the statutory federal income tax
		June 30,
		2025				2024
Tax at Federal Statutory Rate			21.0	%			21.0	%
State, Net of Federal Benefit			5.2	%			4.9	%
Foreign Tax			0.0	%			0.0	%
Tax Exempt Interest Income			0.0	%			0.0	%
Gain on Expiration of Accrued Tax Liability			0.0	%			0.0	%
Stock Based Compensation			(1.7	)%			(3.7	)%
Nondeductible Interest			0.0	%			0.0	%
Change in Valuation Allowance			(24.0	)%			(22.2	)%
Provision for Taxes			(0.0	)%			(0.6	)%

 

The
difference in the effective rate and the statutory rate is due to permanent differences, primarily deductibility of penalties and interest
on accrued payroll tax liabilities and the gains related to the expiration of the statute of limitations for accrued payroll tax liabilities.

 

 

14.	Subsequent Events

 

On August 5, 2025, the Company borrowed
an additional $60,000 as part of the loan and security agreement with Nautilus Parent Holding, LLC. Pursuant to the terms of the loan
and security agreement, the Company can borrow 80% of the estimated accounts receivable at 2% interest per month for up to a maximum drawdown
of $8,000,000.

 

On September 18, 2025, the Company entered into a Promissory Note with
Vanquish Funding Group Inc. for $140,300. The promissory note included a one-time interest charge of 14%, or $19,642, which was applied
on the issuance date. The first payment of $95,965.20 is due on March 30, 2026 and total payback is due by June, 30, 2026 of $159,942.

 

 

 

 

 

 

 

 

 

 

 

Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure

 

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls
and Procedures

 

Our disclosure controls and procedures are designed
to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in SEC rules
and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As required by Rule 13a-15(b) and Rule 15d-15(b)
under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated, as of June 30, 2025,
the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(c) and Rule 15d-15(e).

 

Management’s Annual
Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  Our internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United
States.

 

Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance of achieving their control objectives.

 

The Company’s management, with the participation
of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) as of the end of the period covered by this report. Based on such an evaluation, the Company’s
Chief Executive Officer and Chief Financial Officer, have concluded that certain internal controls over financial reporting were not effective
as of June 30, 2025 due to the material weaknesses described in further detail below.

 

Material Weaknesses in Internal Control over
Financial Reporting

 

A material weakness is a deficiency, or combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis. As of June 30, 2025, we
have identified material weaknesses in the Company’s control environment in preparing adequate and complete schedules across the
various consolidated entities including roll forwards, revenue recognition, and allowance estimates. Regarding the overall financial reporting
structure of the Company, there is not currently a comprehensive and formalized financial reporting policies and procedures manual in
place.

 

Management’s remediation plan has focused
on standardizing our reconciliation process including roll forwards and revenue recognition procedures. We have also engaged outside advisors
with specialist knowledge of GAAP to assist in complex transactions and financial instruments. We look to enhance the continued improvement
of our policies, procedures, and internal controls over our control environment and risk assessment.

 

 

 

 

Although we implemented measures and plan to implement
additional measures to remedy our internal control deficiencies, there can be no assurance that our efforts will be successful. In addition,
until the remediation steps have been completed and operated for a sufficient period of time, and subsequent evaluation of their effectiveness
is completed, the material weaknesses identified and described above will continue to exist.

 

No Attestation Report by Independent
Registered Accountant

 

The effectiveness of our internal control over
financial reporting as of June 30, 2025, has not been audited by our independent registered public accounting firm by virtue of our exemption
from such requirement as a smaller reporting company.

 

Changes in Internal Control Over Financial Reporting

 

There has been no change in our internal control
over financial reporting that occurred during the fourth quarter ended June 30, 2025 that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.

 

Inherent Limitations
of the Effectiveness of Controls

 

Management does not expect that our disclosure
controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. A control system,
no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that
its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud
will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

 

Item 9B. Other Information.

 

During the year ended June 30, 2025, no director
or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in
Item 408(a) of Regulation S-K.

 

 

 

 

 

 

PART III

 

Item 10. Directors, Executive Officers,
Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

 

Directors, Executive Officers, and Key Employees

 

The following table sets forth certain information
regarding our directors, executive officers and key employees as of June 30, 2025 and as of the date of the filing of this report:

 

Name and Address		Age		Position(s) Held
Brian Bonar		77		CEO and Director
Kyle McCollum		42		CFO
Pauline Gourdie		52		Director
Brian Kendrick		61		Director
Anthony Zolezzi		70		Director
Amy Scannell		34		Director
Roger Campos 1		79		Director
Heather McMahon 2		52		Director
Vincent Monteparte 3		60		Director

 

¹       Mr. Campos commenced
service as a director as of October 23, 2024.

²       Ms. McMahon resigned
as a director as of October 15, 2024.

³       Mr. Monteparte
resigned as a director as of October 11, 2024.

 

Background of Directors and Executive Officers

 

Brian Bonar, CEO and Director has over
16 years with Dalrada. Prior to joining Dalrada, Mr. Bonar worked for more than eighteen years with IBM in the US, Asia, and Europe. He
has formerly worked at QMS, and Rastek Corporation, The Solvis Group, and was on the Board of Directors of Allegiant Professional and
Alliance National Insurance Company. Mr. Bonar is also the founder of Bezier Systems.

 

Mr. Bonar is involved with various private entities
and has been recognized by the “Cambridge Who’s Who” on several occasions as the executive of the year. In 2012, he
was recognized as the CEO of the fastest growing public company in Orange County. He is the Chairman of Trucept, Inc. as well as President
and Chief Executive Officer of various privately held corporations. He is also on the board of American Marine LLC and founded American
Management Services (AMS) Outsourcing, a PEO-focused company.

 

Mr. Bonar holds the honorary title, Lord Bonar
of Wilcrick, Cardiff, Wales United Kingdom. He received a BSC in Mechanical Engineering from Strathclyde University, Glasgow Scotland
and an MBA and PHD in the field of International Business Development Studies from the Stafford University, England UK.

 

Kyle McCollum, has served as our Chief
Financial Officer since May 2021. Prior to that, Mr. McCollum was with Better Choice Company, Inc. (NYSE: BTTR) for three years where
Mr. McCollum acted as Corporate Secretary and SVP of Corporate Finance.

 

 

 

 

In 2018, Mr. McCollum helped form Bona Vida, Inc.,
a pet CBD company, where he served as Chief Financial Officer. In May 2019, Bona Vida merged into Better Choice Company, Inc., a New York
Stock Exchange-listed pet health and wellness company (NYSE: BTTR), where Mr. McCollum acted as Corporate Secretary and SVP of Corporate
Finance. With Better Choice Company, he assisted in the merger of TruPet, LLC, as well as the acquisition of Halo Purely for Pets. Mr.
McCollum also guided Better Choice Company in the filing of several of its 10-Q’s and its 2019 audited 10-K.

 

From March 2014 to July 2018, Mr. McCollum was
Chief Financial Officer of Das & Co., a New York-based family office. At Das & Co., he managed all accounting, tax, audit, portfolio
valuation, asset management, financial/investment reporting, and operations for Landmark Banyan Real Estate Fund, a $200,000 India Real
Estate Fund comprised of over 10 developments. Mr. McCollum was also Chief Operating Officer of all Das & Co.’s holding and
operating subsidiaries, including Apex Resources, its mining company in Tanzania, and LDC Developers, its real estate development company.

 

Mr. McCollum also served as Director of Finance
at 29th Street Capital, a California-based real estate investment firm with a publicly stated asset value base of US $500,000. Prior to
29th Street Capital, Mr. McCollum was Director of Finance and Corporate Compliance at Fletcher Robbe International LLP Attorneys at Law,
an international transactional and securities-based law firm with offices in Century City, New York, Hong Kong and Beijing. While at Fletcher
Robbe, Mr. McCollum focused on complex finance transactions, mergers & acquisitions, securities and guided several foreign listed
public companies on international cross-listing to U.S. public exchanges. Mr. McCollum earned a Bachelor of Science and Master of Accountancy
degree from the University of Montana and holds a Certified Public Accounting license in Montana.

 

Pauline Gourdie, Director – Ms. Gourdie
is currently the owner/operator of CSL Staffing (“CSL”), which she established in 2016. CSL is a boutique general staffing
service, providing staffing solutions for businesses in the San Diego and greater Southern California areas. For seven years prior to
that, Ms. Gourdie was the President/Owner of Gourdie Consulting Corp which provided business consulting services across Americas &
Europe. Ms. Gourdie possesses over 20 years of experience managing individuals and teams and was instrumental in the implementation of
fulfilment and manufacturing centers for IBM and Lenovo in the United States, United Kingdom, Eastern Europe, and China.

 

Ms. Gourdie holds a Bachelor of Science degree
in Industrial and Labor Relations from Cornell University and brings to Dalrada an extensive knowledge of supply chain management, customer
account and relationship management, and recruitment and development. Ms. Gourdie was appointed to the Dalrada board on July 29, 2019
and does not receive compensation in her role as a director.  

 

Brian Kendrick, Director – Mr. Kendrick
has been the Managing Director of Allegro Jet Capital Management, LLC since 2014. Mr. Kendrick has over 30 years of business experience
starting with a short stint with Burroughs as a computer programmer. Mr. Kendrick developed one of the industry’s first systems for tracking
owners of aircraft throughout the world and managed all aspects from the inspection and purchase of aircraft to delivery. Mr. Kendrick
was appointed to the Dalrada board on July 29, 2019.

 

Anthony Zolezzi, Director – Mr. Zolezzi
has been the CEO of Diomics Inc. since August 2019 and is on the Board of Directors of TwinLab and Wild Oats Organic Marketplace. Previously,
in 2018, Mr. Zolezzi was named the CEO of Twinlab Consolidated Holdings, Inc., and appointed to Twinlab’s Board of Directors in
May 2018. Mr. Zolezzi, for the last six years, is also an operating partner at Pegasus Capital Advisors, a private asset management company
focused on the wellness sectors. As a serial entrepreneur, Mr. Zolezzi has dedicated his career to the well-being of both people and the
planet, co-founding businesses that provide potential solutions to both health concerns and key environmental issues as well as focusing
on ways that biotech breakthroughs can enhance consumer health and wellness. Zolezzi has authored and co-authored six books.

 

 

 

 

Mr. Zolezzi is a graduate of Loyola Marymount
University, earned an MBA at San Diego State University and completed the Executive Development Program at the Kellogg School of Management
at Northwestern University. Mr. Zolezzi is a former board member of Vitamin Angels, a non-profit focused on providing nutritional support
in impoverished countries. He also co-founded and is a former board member of the Organic Center for Education and Promotion, and a former
member of the Organic Alliance Board of Directors. Mr. Zolezzi also serves as an advisory board member with the Menus of Change program,
a joint venture between The Culinary Institute of America and Harvard T.H.Chan School of Public Health, and the Keurig Corporation. Mr.
Zolezzi was appointed to the Dalrada board in February 2021.

 

Amy Scannell is currently General Counsel
of Tipp Investments, LLC, in Escondido California since June 2019. Tipp Investments, LLC is a company with broad investment interests
including commercial real estate, agriculture, and aviation. Scannell was admitted to the California bar in 2019 and the Massachusetts
bar in 2015. Prior to Tipp Investments, Scannell worked as an associate attorney for Baskin & Associates, LLC, a family law litigation
firm in Boston, Massachusetts. Scannell received her Juris Doctorate from Suffolk University Law School in Boston Massachusetts and Bachelor
of Arts from Westfield State University in Westfield, Massachusetts.

 

Roger Campos is the Founder and Chairman/CEO
of the Minority Business RoundTable (MBRT), established in 2002 as the first national organization for CEOs of the nation’s Asian
American, Hispanic American, African American, and Native American-owned businesses. MBRT provides a national forum for CEOs of large
and small, minority, veteran, HUBZone and women-owned businesses to address public policy issues; and serves as a unique resource on business
issues including federal procurement, contracting, access to capital and coaching CEO’s on how to do business with large corporations,
federal and state governments. Appointed by Maryland Governor Larry Hogan, during his first term, Mr. Campos served in the Cabinet as
Maryland’s first Business Ombudsman responsible for investigating and resolving complaints, issues or problems between businesses,
economic development organizations, communities, and federal, state, and local agencies; and overseeing and administering Maryland’s
first customer service standards. During the Governor’s second term, Mr. Campos was appointed as Assistant Secretary for Project
C.O.R.E (Creating Opportunities for Renewal & Enterprise) and small business development, an economic and revitalization initiative
in Baltimore City to expand business and community growth, provide new green space, affordable housing, mixed- use development, encourage
investment through attractive financing, generate jobs and strengthen the partnership between Baltimore and the State of Maryland. Prior
to founding MBRT, Mr. Campos was Vice President of Government Relations for the Hispanic Association of Colleges and Universities where
he served as chief executive managing Washington, D.C. operations including overseeing the nationally recognized internship program that
has educated more than 12,000 interns from over 500 colleges and universities. He was also Co-Founder of U.S. Hispanic Youth Entrepreneurship
& Education, a nonprofit that provided students with leadership skills and college stipends. He has a distinguished public service
career having served four years in the White House, Executive Office of the President, Office of Management and Budget setting up Presidential
Commissions, Councils and reorganizations of federal programs; Special Assistant to the Secretary of Energy; Served as Special Consultant
to the Administrator, Small Business Administration where he drafted the standard operating procedures for the U.S. federal government’s
8(a) minority business program; and served in the Office of the General Counsel, U.S. Department of Agriculture. He has also served on
several Cabinet National Advisory Boards and is widely recognized as a national business leader on small business, supplier diversity,
access to contracts and capital with federal, state, and local governments. Mr. Campos holds a Juris Doctorate degree from California
Western School of Law in San Diego, CA and a Bachelor of Arts degree in social sciences from the University of California at Santa Barbara.

 

Heather McMahon is one of the nation’s
top experts on counterintelligence, cybersecurity, supply chain risk management, and critical technology protection for the defense and
intelligence communities. She is currently a Professor of Practice at the at the University of Maryland’s Applied Research Laboratory
for Intelligence and Security (ARLIS). At ARLIS, she leads research that integrates social and behavioral sciences, computing, and artificial
intelligence to advance applied research and development of capabilities in areas of critical need for the Department of Defense and the
intelligence community (IC). Heather formerly served as the ARLIS Deputy Executive Direct

 

 

 

 

Previously, Heather served in the White House
as Senior Director to the President’s Intelligence Advisory Board (PIAB) where she advised the Executive Office of the President
and National Security Council on national security, counterintelligence, risk management, industrial security, and insider threat matters.
In 2023, she was recognized with the Presidential Rank Order Award for her service there.

 

Prior to the White House, Heather served as a
senior defense intelligence executive for the Undersecretary of Defense for Intelligence (USDI) and the Department of the Army’s
Intelligence Staff where she devised, implemented, and led programs to protect DoD technology, information, personnel, facilities, and
critical infrastructure from internal and external threats. Heather also served as a business development executive at a cybersecurity
company.

 

Heather is a seasoned U.S. Army combat veteran
and highly skilled human intelligence and counterintelligence officer with nearly three decades of global operational experience. This
includes extensive tours in Afghanistan, Iraq, Bosnia, Europe, and Asia, serving the Army at every echelon between platoon and corps as
well as in the IC’s strategic enterprise. For her exemplary service, she received the Legion of Merit, Bronze Star Medal, Meritorious
Service Medal (3), DoD Counterintelligence Award for Best Counterintelligence Operations Team (2006; Iraq), and Defense Medal for Exceptional
Civilian Service (2021), among other awards.

 

Today, Heather applies her experience and expertise
to corporations on how to manage risk and defend against state-sponsored cyberattacks, insider threats, and intellectual property theft.
She currently serves as a member of the Grant Committee for the Gula Tech Foundation, a civic effort focused on closing the cyber skills
gap in America. She was also a national security fellow at the Foundation for Defense of Democracies and serves as a volunteer Senior
Advisor to Maker Mask, a nonprofit technology-based initiative to support effective community responses to the COVID-19 crisis.

 

Heather is a graduate of the United States Military
Academy at West Point along with numerous advanced Intelligence Community and military schools including the Army’s Jumpmaster School
and Airborne School. As a writer, she has appeared in the Washington Post and the US Army War College War Room (co-author with Michael
Schellhammer).

 

Vincent Monteparte is Principal and Venture
Partner in the venture capital and investment banking industry, having managed transactions and investments ranging from $40M to $500M.
His leadership transformed uniquely positioned mid-market organizations in the enterprise software sector to upwards of $2 billion in
enterprise valuations. A diverse background in technology, aerospace, transportation, logistics, real estate and healthcare has led Mr.
Monteparte to roles as Venture Partner at Sway Ventures, a US-based venture capital firm investing
in early to mid-stage technology companies and Principal at Global Capital Markets, an investment banking firm focusing on mid-market
transactions for technology, manufacturing, distribution, service and retail companies.

 

Mr. Monteparte
began his career as an entrepreneur and founded various companies, most recently Miro Technologies. At Miro, he led the development of
a SaaS solution to modernize maintenance, repair, overhaul, and supply chain operations for complex assets. The business was sold to Boeing
for 14x return on invested capital with an IRR of 48%. Additionally, Mr. Monteparte has since held various senior level executive roles
leading teams and positioning multinational corporations to growth.

 

Mr. Monteparte holds a series 63 and 79 license
and Board Advisory positions for BlueSky eLearn, a leading learning management software platform and Measurabl, a global ESG SaaS Software
company. He received a B.A. in Aeronautical Engineering from Embry-Riddle Aeronautical University and an MBA from the Pepperdine University
Graziadio School of Business, where he earned the Most Distinguished Alumni Award. In his spare time, Mr. Monteparte co-chairs the Business
& Entrepreneurship Committee at Pepperdine, where he acts as a mentor to young entrepreneurs and executives in career and portfolios.

 

Term of Office of Directors

 

Our directors are appointed for a one-year term
to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our
officers are appointed by our Board of Directors and hold office until the officer dies or resigns or the Board elects a successor or
removes the officer.

 

 

 

 

Key Employees

 

David Pickett, is currently Executive Vice
President of Sales and Marketing. Mr. Pickett’s professional background includes 25 years’ experience in executive relationship
development and business growth with several companies including Celestica Inc. and Axxion Inc. Mr. Pickett has worked with the largest
OEM and Fortune 500 companies in the world. Mr. Pickett’s vast knowledge base of engineering and manufacturing operational and supply
chain requirements has proven to be a strategic asset for accelerating the growth of Dalrada Precision’s global manufacturing and
clean energy initiatives through its portfolio company Likido.

 

Family Relationships

 

Pauline Gourdie is the daughter of Brian Bonar.

  

Audit Committee Financial Expert

 

No determination has been made as to whether any
member of the audit committee qualified as an audit committee financial expert as defined in Item 401 of Regulation S-K.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange
Act of 1934, as amended, requires our directors and executive officers, and persons who beneficially own more than 10% of a registered
class of our equity securities, to file reports of beneficial ownership and changes in the beneficial ownership of our securities with
the SEC of Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual
Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of our Common Stock
are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file. The required filings will be
made.

 

Code of Ethics

 

We have adopted an informal Code of Ethics that
applies to our officers and directors, which we feel is sufficient at this time.

 

Item 11. Executive and Director Compensation

 

SUMMARY COMPENSATION TABLE

 

Name and Principal												Stock				Option				All Other
Position		Year		Salary				Bonus				Awards				Awards				Compensation				Total
Brian Bonar, CEO		2025		$	305,366			$	–			$	–			$	–			$	–			$	305,366
Kyle McCollum, CFO		2025		$	347,596			$	50,000			$	–			$	–			$	–			$	397,596
Pauline Gourdie		2025		$	–			$	–			$	–			$	–			$	–			$	0
Brian Kendrick		2025		$	–			$	–			$	–			$	–			$	–			$	0
Anthony Zolezzi		2025		$	–			$	–			$	–			$	–			$	–			$	0
Amy Scannell		2025		$	–			$	–			$	–			$	–			$	–			$	0
Vincent Monteparte		2025		$	–			$	–			$	–			$	–			$	–			$	0
Heather McMahon		2025		$	–			$	–			$	10,000			$	–			$	–			$	10,000
Roger Campos		2025		$	–			$	–			$	10,000			$	–			$	–			$	10,000
Total				$	652,962			$	50,000			$	20,000			$	–			$	–			$	722,962

 

 

 

 

Name and Principal												Stock				Option				All Other
Position		Year		Salary				Bonus				Awards				Awards				Compensation				Total
Brian Bonar, CEO		2024		$	432,300			$	–			$	158,928			$	–			$	–			$	591,228
Kyle McCollum, CFO		2024		$	375,000			$	100,000			$	–			$	–			$	–			$	475,000
Pauline Gourdie		2024		$	–			$	–			$	158,928			$	–			$	–			$	158,928
Brian Kendrick		2024		$	–			$	–			$	158,928			$	–			$	–			$	158,928
Anthony Zolezzi		2024		$	43,824			$	–			$	158,928			$	–			$	–			$	202,752
Amy Scannell		2024		$	–			$	–			$	158,928			$	–			$	–			$	158,928
Vincent Monteparte		2024		$	–			$	–			$	158,928			$	–			$	–			$	158,928
Heather McMahon		2024		$	–			$	–			$	–			$	–			$	–			$	–
Total				$	851,124			$	100,000			$	953,568			$	–			$	–			$	1,904,692

 

The
company records stock-based warrants as they are issued within the timeframe specified in the contracts executed with service providers
or within the timing of an employee’s anniversary date and are recorded the last day of the quarter in which they are earned. All
stock-based warrants are tracked and measured in the table of the Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
as well as Item 10. Stock Based Compensation. Any stock-based compensation or warrants issued to officers are also noted by officer in
table form in the Outstanding Equity Awards at Fiscal Year-End Table found below.

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
TABLE

 

OPTION AWARDS

STOCK AWARDS

Name and

Number of Securities Underlying Unexercised Options and Warrants

Number of Securities Underlying Unexercised Options and Warrants

Option Exercise

Option

Number of Shares or Units of Stock That Have Not

Market Value of Shares or Units of Stock That Have Not

Equity Incentive Plan Awards Number of Unearned Shares Units or Other Rights That Have Not

Equity Incentive Plan Awards Market or Payout Value of Unearned Shares Units or Other Rights That Have Not

Principal

(#)

(#)

Price

Expiration

Vested

Vested

Vested

Vested

Position(s)

(Exercisable)

(Unexercisable)

($)

Date

(#)

($)

(#)

($)

Brian Bonar, CEO

500,000

–

0.45

7/7/2030

–

–

–

–

Brian Bonar, CEO

890,411

109,589

0.10

6/19/2033

–

–

–

–

Kyle McCollum, CFO

1,000,000

–

0.47

5/10/2031

–

–

–

–

Kyle McCollum, CFO

500,000

–

0.45

7/7/2030

–

–

–

–

Kyle McCollum, CFO

2,164,384

835,616

0.16

1/28/2033

–

–

–

–

Pauline Gourdie

500,000

–

0.45

7/7/2030

–

–

–

–

Pauline Gourdie

890,411

109,589

0.10

6/19/2033

–

–

–

–

Brian Kendrick

500,000

–

0.45

7/7/2030

–

–

–

–

Brian Kendrick

890,411

109,589

0.10

6/19/2033

–

–

–

–

Anthony Zolezzi

500,000

–

0.45

7/7/2030

–

–

–

–

Anthony Zolezzi

890,411

109,589

0.10

6/19/2033

–

–

–

–

Amy Scannell

500,000

–

0.45

2/14/2032

–

–

–

–

Amy Scannell

890,411

109,589

0.10

6/19/2033

–

–

–

–

Vincent Monteparte

500,000

–

0.45

2/14/2032

–

–

–

–

Vincent Monteparte

890,411

109,589

0.10

6/19/2033

–

–

–

–

Heather McMahon

433,642

119,782

0.10

1/29/2035

–

–

–

–

Roger Campos

217,808

782,192

0.10

1/29/2035

–

–

–

–

 

Granting of Certain Equity Awards Close in Time to the Release
of Material Nonpublic Information

 

We do not grant equity awards in anticipation of the release
of material nonpublic information that is likely to result in changes to the price  of our common stock, and do not time the
public release of such information based on award grant dates. During the last completed fiscal year, we have not made awards to any named
executive officer or director during the period beginning four business days before and ending one business day after the filing of a
period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure
of material nonpublic information for the purpose of affecting the value of executive compensation.

 

 

 

Director Compensation

 

On July 9, 2020, the Board authorized the Dalrada
Financial Corporation 2020 stock compensation plan to be used to compensate the company board of directors. The plan allocates the issuance
of up to 3,500,000 shares. On February 25, 2021, the Company amended the plan to issue up to 4,500,000 shares and issued an aggregate
of 4,500,000 common shares, or 500,000 shares to each board member (9). 3,500,000 shares of common stock were granted on July 9, 2020,
at $0.08 per share and 1,000,000 shares of common stock were granted on February 25, 2021, at $0.45 per share, for a total fair value
of $730,000, which is included in the Consolidated Statements of Operations and Comprehensive Loss.

 

On August 16, 2021, the Company approved
Amendment No. 1 of the 2020 Stock Compensation Plan used to compensate the Company board of directors. The Amended plan allocates
the issuance of up to 6,500,000 shares which includes an additional 2,000,000 shares valued at $0.28 per shares or $560,000.

 

On September 30, 2021, the Board of Directors
through email correspondence, approved Amendment No. 3 of the 2020 Stock Compensation Plan used to compensate the Company board of directors.
The Board Directors agree to the following changes;

 

	1)	Cancellation and return to treasury of all the commons shares issued under the previous 2020 Stock Compensation Plan and amendments totaling 6,500,000 shares of common stock.
	2)	Ability to issue Cashless Warrants for up to 10,000,000 shares of the Company’s Common Stock, at $.005 par value per share (“Common Stock”) at 500,000 shares per board member, key employees, or consultants with an exercise price at $0.45 per common share.
	3)	The vesting period for the Warrants shall be as follows:

 

	a)	Warrants issued to replace the 4,500,000 shares issued pursuant to the July 9, 2020, grant date will be fully vested;
	b)	Warrants issued to replace the 2,000,000 shares issued pursuant to the July 19, 2021, grant date and any later grant dates will vest over a one-year period.

 

On February 16, 2022, the Company issued 2,250,000
cashless warrants to new members of the Board of Directors. The cashless warrants vest over a 12-month period and hold an exercise price
of $0.45 per share. The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants granted was $0.59
per share, or $1,338,644, which was calculated using the Black-Scholes model.

 

On June 20, 2023, the Company issued 1,000,000
cashless warrants to new members of the Board of Directors. The cashless warrants vest over a 24-month period and hold an exercise price
of $0.10 per share. The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants granted was $0.18
per share, or $953,565 which was calculated using the Black-Scholes model.

 

On February 3, 2025, the Company issued 2,000,000
cashless warrants to new members of the Board of Directors. The cashless warrants vest over a 24-month period and hold an exercise price
of $0.10 per share. The cashless warrants expire in ten years after issuance. The fair value of the cashless warrants granted was $0.10
per share, or $20,000 which was calculated using the Black-Scholes model.

 

Employment Agreements

 

On July 1, 2024, the Company formalized an employment
agreement with its Chief Executive Officer, which entitles him to compensation of eight hundred thousand dollars ($800,000) per year.
Annual increases will be up to 10% based on performance criteria to be determined at a later date. He will be issued common stock of the
Company sufficient to provide a 10% ownership position post reverse split, which shares be maintained for a period of two years. In addition
to all other benefits and compensation, he shall be eligible for a quarterly bonus of $50,000 based on if the Company achieves certain
key markers for that quarter. As additional compensation under the employment agreement, he shall be paid $250,000 annually in the form
of cashless warrants at a strike price of $0.17. As of June 30, 2025, and 2024, the Company had $0 and $0, accrued within accounts payable
and accrued liabilities – related parties, respectively. 

 

 

 

 

Report on Repricing of Options

 

None.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters

 

The following table provides certain information
regarding the ownership of our common stock, as of June 30, 2025, and as of the date of the filing of this Annual Report on Form 10-K
by:

 

	·	each of our executive officers;
	·	each director;
	·	each person known to us to own more than 5% of our outstanding common stock; and
	·	all our executive officers and directors act as a group.

 

As of September 29, 2025, we had a total of 120,157,113
shares of common stock issued and outstanding held by a total of 605 shareholders of record. Except as indicated in footnotes to this
table, the persons named in this table have sole voting and investment power with respect to all shares of common stock indicated below.

 

Name and Address of Beneficial Owner		Title of Class		Amount and Nature of Beneficial Ownership (1) (#)				Percent of Class (2) (%)
Brian Bonar, Chief Executive Officer and Director3		Common Shares			26,149,312				17.5
Kyle McCollum, Chief Financial Officer4		Common Shares			3,664,384				2.5
Pauline Gourdie, Director5		Common Shares			1,390,411				0.9
Brian Kendrick, Director5		Common Shares			1,390,411				0.9
Anthony Zolezzi, Director5		Common Shares			1,390,411				1.2
Amy Scannell, Director5		Common Shares			1,390,411				0.9
Roger Campos, Director⁶		Common Shares			217,808				0.1
All officers and Directors as a group (seven persons)		Common Shares			36,009,814				24.1

 

1	Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to such shares.
2	Applicable percentage of ownership is based on 120,157,113 shares of Common Stock outstanding as of September 29, 2025, plus, for each stockholder, all shares that such stockholder could acquire within 60 days of September 29, 2025, upon the exercise of existing warrants or conversion of existing convertible securities.
3	Includes 6,487,875 common shares; 18,271,026 common shares that can be purchased within 60 days of September 29, 2025, upon the conversion of 4,537 Series I Preferred Shares, 247 Series H Preferred Shares, and 1,529 Series I Preferred Shares; and 1,390,411 shares that can be purchased within 60 days of September 29, 2025, upon the exercise of 1,390,411 warrants.

 

 

 

 

4	Includes 3,664,384 shares that can be purchased within 60 days of September 29, 2025, upon the exercise of 3,664,384 warrants.
5	Includes 416,667 common shares and 1,390,411 shares that can be purchased within 60 days of September 29, 2025, upon the exercise of 1,390,411 warrants.
6	Includes 217,808 shares that can be purchased within 60 days of September 29, 2025, upon the exercise of 217,808 warrants.

 

The address for each of the persons listed in the chart is 600 La Terraza
Blvd., Escondido, California 92025.

 

Item 13. Certain Relationships, Related Transactions and Director
Independence

 

Notes Payable – Related Parties

 

		June 30, 2025
		Outstanding				Accrued
		Principal				Interest
Related entity 1		$	866,244			$	117,920
Related entity 2			714,196				33,909
Related entity 3			120,975				18,615
		$	1,701,415			$	170,444

 

		June 30, 2024
		Outstanding				Accrued
		Principal				Interest
Related entity 1		$	52,887			$	–
Related entity 2			1,070				–
		$	53,957			$	–

 

A note with Related Entity 2 is dated December
31, 2023, bears interest at 9.5% per annum, is unsecured and is due 1,095 days from the date of issuance. All other notes are unsecured,
bear interest at 8% per annum, and are due 1095 days from the date of issuance. Each related party has significant influence or common
ownership with the Company’s Chief Executive Officer.  

 

Related Party Transactions

 

On July 1, 2024, the Company formalized an employment
agreement with its Chief Executive Officer, which entitles him to compensation of eight hundred thousand dollars ($800,000) per year.
Annual increases will be up to 10% based on performance criteria to be determined at a later date. He will be issued common stock of the
Company sufficient to provide a 10% ownership position post reverse split, which shares be maintained for a period of two years. In addition
to all other benefits and compensation, he shall be eligible for a quarterly bonus of $50,000 based on if the Company achieves certain
key markers for that quarter. As additional compensation under the employment agreement, he shall be paid $250,000 annually in the form
of cashless warrants at a strike price of $0.17. As of June 30, 2025, and 2024, the Company had $0 and $0, accrued within accounts payable
and accrued liabilities – related parties, respectively.

 

 

 

 

The following is a summary of revenues recorded
by the Company’s to related parties with common ownership:

 

		Year Ended
		June 30,
		2025				2024
Dalrada Health		$	–			$	–
Dalrada Energy Services			–				5,207
Ignite			–				140
Prakat			–				15,000
Grand Entrances			77,896				–
Bothof Brothers			1,586,472				1,697,485
		$	1,664,368			$	1,717,832

 

Director Independence

 

The OTC Markets Group Inc. does not have a requirement
that a majority of our Board of Directors be independent. However, with respect to the definition of independence utilized by NASDAQ,
our officers, other than Mr. Bonar, would be deemed to be independent.

 

Our Audit Committee is comprised of our officers
and directors. NASDAQ requires at least three members on the Audit Committee, each of whom must be independent. NASDAQ also requires that,
if the Chief Executive Officer’s compensation is determined by its Compensation Committee, the Compensation Committee must be comprised
solely of independent directors. The Company currently does not meet either of these requirements.

  

The NASDAQ rules have both objective tests and
a subjective test for determining who is an “independent director.” The objective tests state, for example, that a director
is not considered independent if he or she is an employee of the Company or is a partner, executive officer or controlling stockholder
of an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years
that exceed the greater of $200,000 or 5% of the recipient’s consolidated gross revenue for that year or a family member serves
in the current fiscal year or has served at any time during the last three fiscal years as an executive officer of the Company. The subjective
test states that an independent director must be a person who lacks a relationship that, in the opinion of the Board, would interfere
with the exercise of independent judgment in carrying out the responsibilities of a director.

 

Item 14. Principal Accountant Fees and Services

 

The Company incurred $139,172 in audit fees for
the year ended June 30, 2025.

 

“Audit Fees” consisted of fees billed
for services rendered for the audit of the Company’s annual financial statements and “Audit-Related Fees are for review of
the financial statements included in the Company’s quarterly reports on Form 10-Q.

 

Item 15. Exhibits

 

The financial statement schedules are omitted
because they are inapplicable, or the requested information is shown in our financial statements or related notes thereto.

 

 

 

 

Exhibits

 

Exhibit Number		Exhibit Description
14		Code of Business Conduct and Ethics
31.1		Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in inline XBRL and included in exhibit 101).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Dalrada Financial Corporation
	By: /s/ Brian Bonar
Date:  September 29, 2025	Brian Bonar
	Chief Executive Officer

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 

Signature		Title		Date
/s/ Brian Bonar		Principal Executive Officer and Director		September 29, 2025
Brian Bonar
/s/ Kyle McCollum		Principal Financial and Accounting Officer		September 29, 2025
Kyle McCollum
/s/ Pauline Gourdie		Director		September 29, 2025
Pauline Gourdie
/s/ Brian Kendrick		Director		September 29, 2025
Brian Kendrick
/s/ Anthony Zolezzi		Director		September 29, 2025
Anthony Zolezzi
/s/ Amy Scannell		Director		September 29, 2025
Amy Scannell
/s/ Roger Campos		Director		September 29, 2025
Roger Campos

 

 

 

 

 

 

EXHIBIT 14

 

DALRADA TECHNOLOGY GROUP,
INC.

CODE OF BUSINESS CONDUCT AND ETHICS

 

POLICY

 

It is the policy of
Dalrada Technology Group, Inc. (‘the Company’, ‘Company’, ‘We’) to manage and operate its
business activities in conformity with applicable laws and high ethical standards. Both the Board of Directors and management are
determined to comply fully with the law, and to maintain the Company’s reputation for integrity and fairness in business
dealings with others.

 

SCOPE

 

This policy applies to all employees, officers and directors
at all Company locations.

 

RESPONSIBILITY

 

All employees,
officers and directors are expected to adhere to all ethical and legal standards as outlined in this policy and to preserve the
Company’s integrity and reputation.

 

PROVISIONS

 

1.	Financial Record-Keeping

 

It is the policy of the Company to fully and fairly
disclose the financial condition of the Company in compliance with the applicable accounting principles, laws, rules and regulations
and to make full, fair, accurate, timely and understandable disclosure in our periodic reports filed with the Securities and Exchange
Commission (“SEC”) and in other communications to securities analysts, rating agencies and investors.

 

Honest and accurate recording and reporting of information
is critical to our ability to make responsible business decisions. The Company’s accounting records are relied upon to produce reports
for the Company’s management, rating agencies, investors, creditors, the SEC and other governmental agencies and others.

 

Therefore, our financial statements and the books
and records on which they are based must accurately reflect all corporate transactions and conform to all legal and accounting requirements.
Our system of internal control is designed to provide this information.

 

All employees have a responsibility to ensure that
the Company’s accounting records do not contain any false or intentionally misleading entries. Information on which our accounting
records are based is the responsibility of all employees.

 

We do not permit
intentional misclassification of transactions as to accounts, departments or accounting periods. In particular we require that:

 

·

all Company accounting records, as well as reports produced from those records, are kept and presented in accordance with the laws of each applicable jurisdiction;

 

·

all records fairly and accurately reflect the transactions or occurrences to which they relate;

 

·

all records fairly and accurately reflect in reasonable detail the Company’s assets, liabilities, revenues and expenses;

 

·

the Company’s accounting records do not contain any intentionally false or misleading entries;

 

 

 

 

·

no transactions are misclassified as to accounts, departments or accounting periods;

 

·

all transactions are supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period;

 

·

all Company accounting financial reports be prepared in accordance with generally accepted accounting principles; and

 

·

the Company’s system of internal accounting controls, including compensation controls, be followed at all times.

 

2.	Improper Payments

 

No payment or transfer of Company funds or assets
shall be made that is not authorized, properly accounted for and clearly identified on the Company’s books. Payment or transfer
of the Company’s funds and assets are to be used only as specified in the supporting documents.

 

No employee, officer or director may authorize any
payment or use any funds or assets for a bribe, “kickback,” or similar payment that is directly or indirectly for the benefit
of any individual (including any government official, agent or employee), company or organization and which is designed to secure favorable
treatment for the Company. Under federal legislation it is a felony to make payments of this kind to foreign government officials.

 

3.	Political Contributions

 

It is the Company’s policy not to contribute,
directly or indirectly, any Company funds or assets to any political party, committee, organization, or candidate for any office (federal,
state or local) in the United States or any foreign country. Employees may, on their own time, support individual candidates or political
committees, all subject to applicable laws, and may make voluntary contributions to such candidates or committees. The Company may not
reimburse any employee for making any political contributions.

 

4.	Acceptance of Payments

 

Employees, officers and directors may not seek or
accept either directly or indirectly, any payments, fees, services, or other gratuities (irrespective of size or amount) outside the normal
course of the employee’s business duties from any other person, company or organization that does or seeks to do business with the
Company. Gifts of cash or cash equivalents of any amount are strictly prohibited. The receipt of common courtesies, sales promotion items
of nominal value, occasional meals, and reasonable entertainment appropriate to a business relationship and associated with business discussions
are permissible.

 

5.	Business Entertainment

 

All solicitations or
dealings with suppliers, customers, or others doing or seeking to do business with the Company shall be conducted solely on a basis
that reflects both the Company’s best business interests and its high ethical standards. The Company does permit the
providing of common courtesies, entertainment, and occasional meals for potential or actual suppliers, customers, or others involved
with the Company’s business, in a manner appropriate to the Company’s relationship and associated with business
discussions. Expenses in this connection must be reasonable, customary and properly authorized and reported.

 

 

 

 

 

6.	Conflicts of Interest

 

The Company expects all employees, officers and directors
to exercise good judgment and the highest ethical standards in private activities outside the Company that in any way can affect the Company.
They shall at all times exercise particular care that no detriment to the interest of the Company may result from a conflict between
those interests and any personal or business interests which the individual may have. In particular, every employee, officer and director
has an obligation to avoid any activity, agreement, business investment or interest or other situation that might, in fact or in appearance,
cause an individual to place his or her own interest, or that of any other person or entity, above his or her obligation to the Company.
The words “in appearance” should be noted particularly since the appearance of an action might tend to impair confidence
even if the individual may not actually do anything wrong.

 

To this end, employees, officers and directors must
avoid any investments, associations or other relationships that could conflict with their responsibility to make objective decisions
in the Company’s best interests. Any potential conflicts of interest must be reported immediately to the Chief Executive and
the Company’s legal counsel. In the case of an officer, conflicts of interest must be reported immediately to the Company’s
Chief Executive, the other executive officers and its legal counsel. In the case of a director, conflicts should be reported to the
entire Board, the Chief Executive, and the Company’s legal counsel.

 

7.	Corporate Opportunities

 

No employee, officer or director of the Company shall
for personal or any other person’s or entity’s gain deprive the Company of any business opportunity or benefit which
could be construed as related to any existing or reasonably anticipated future activity of the Company. Emp1oyees, officers and directors
who learn of any such opportunity through their association with the Company may not disclose it to a third party or invest in the opportunity
without first offering it to the Company.

 

8.	Confidentiality

 

All employees, officers
and directors are responsible for safeguarding and keeping confidential any information that the Company considers to be of a confidential
or sensitive nature. Such information includes, but is not limited to financial records and reports, marketing and strategic planning
information, employee-related documents, unpublished manuscripts, research and development of potential new products as well as information
relating to potential mergers and acquisitions, stock splits and divestitures, and other materials that the Company would not want disclosed
to a competitor or any unauthorized recipient, or that might be harmful to the Company or its customers if disclosed whether or not such
information is marked “confidential.” Confidential information also includes information concerning possible transactions
with other companies or information about the Company’s customers, suppliers or joint venture partners, which the Company is under
an obligation to keep confidential. Employees must exercise caution and discretion with respect to any appropriate temporary removal
of confidential or sensitive information from the Company’s premises, and should safeguard the information from unintended
disclosure or loss.

 

Employees must at all times adhere to the Company’s policies regarding the transmission and storage of the Company’s
confidential and sensitive business records.

 

9.	Compliance with Laws and Regulations

 

The Company requires its employees, officers and
directors to comply with all applicable laws and regulations. Violation of laws and regulations may subject an individual, as well as
the Company, to civil and/or criminal penalties. Employees have an obligation to comply with all laws and regulations and policies and
procedures and to promptly alert management of any deviation from them.

 

 

 

 

(a)	Antitrust Laws

 

It is the Company’s policy to comply with the
letter and spirit of all applicable antitrust laws. If the legality of any contemplated transaction, agreement or arrangement is in doubt,
employees, officers and directors must consult with the Company’s legal counsel.

 

Discussions with competitors regarding the Company’s
prices, credit terms, terms and conditions of sale, strategies or other confidential, sensitive or proprietary information are not
permissible. This applies both to individual discussions and to participation in trade and professional associations and other business
organizations. If a competitor initiates such a discussion, the staff member should refuse to participate or request that counsel be immediately
contacted. Staff members should seek guidance from the Company’s legal counsel when appropriate.

 

(b)	Insider Trading

 

No employee, officer or director may trade in securities
while in possession of material inside information or disclose material inside information to third parties (“tipping”). Material
inside information is any information that has not reached the general marketplace through a press release, earnings release or otherwise,
and is likely to be considered important by investors deciding whether to trade (e.g., earnings estimates, significant business investments,
mergers, acquisitions, dispositions and other developments, expansion or curtailment of operations, and other activity of significance).
Using material inside information for trading, or tipping others to trade, is both unethical and illegal. Accordingly, no employee, officer
or director of the Company may: (a) trade securities of the Company or any other company while in possession of material inside information
with respect to that company; (b) recommend or suggest that anyone else buy, sell, or hold securities of any company while the employee
is in possession of material inside information with respect to that company (this includes formal or informal advice given to family,
household members and friends); and

 

(c)  disclose
material inside information to anyone, other than those persons who need to know such information in order for the Company to
properly and effectively carry out its business (e.g., to lawyers, advisers and other Company employees working on the matter). Of
course, where material inside information is permitted to be disclosed, the recipient should be advised of its non-public nature and
the limitations on its use. Any questions as to whether information is material or non-public should be directed to the
Company’s legal counsel.

 

10.	Fair Dealing

 

Each employee, officer and director should endeavor
to deal fairly with the Company’s suppliers, competitors and employees. No one should take unfair advantage of another through manipulation,
concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

 

Information about the Company’s competitors
must be used in an ethical manner and in compliance with the law. Under no circumstance should information be obtained through theft,
illegal entry, blackmail, or electronic eavesdropping, or through employees misrepresenting their affiliation with the Company or their
identity. Any proprietary or non-public information about the Company’s competitors should not be used if it is suspected that such
information has been obtained improperly.

 

11.	Duty to Report Violations and Investigate Reports

 

Each employee, officer and director is responsible
for promptly reporting to the Company any circumstances that such person believes in good faith may constitute a violation of this Policy.
Except as provided in the next paragraph, suspected policy violations are to be reported (including confidential and anonymous reports)
to the Company’s Chief Executive. Such reports may be verbal, written or by e-mail.

 

 

 

 

Any complaint regarding accounting, internal accounting
controls or auditing matters must be reported (including confidential and anonymous complaints) to the Company’s Chief Financial
Officer, who will be responsible for reporting as appropriate to the Chief Executive, the Audit Committee and legal counsel. Alternatively,
complaints may be mailed or e-mailed directly to the Chief Financial Officer.

 

No retribution against any individual who reports
violations of this Policy in good faith will be permitted. However, the reporting of a violation will not excuse the violation itself.

 

The Company will investigate any matter which is reported
and will take any appropriate corrective action.

 

12.	Violations of Policy

 

Violations of any of the foregoing provisions may
expose the Company and the individuals involved to lawsuits and possible criminal action. Persons who violate this Policy are subject
to appropriate disciplinary action, up to and including termination. Any alleged violations of this Policy will be reviewed by appropriate
staff members and legal counsel and they will determine the appropriate action to take.

 

13.	Waivers of Policy

 

The Company may waive application of any of the foregoing
only under unusual circumstances, and then only in conjunction with appropriate monitoring of the particular situation. Waivers may be
made only by the Chief Executive Officer, except that waivers for officers and directors may be obtained only from the Board of Directors
as a whole or the Audit Committee of the Board of Directors. Any waivers will be disclosed promptly to the Chief Financial Officer. The
Company will disclose promptly any waivers or amendments to this Policy that are required to be disclosed by applicable law, regulation
or listing standard.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACKNOWLEDGMENT OF RECEIPT AND REVIEW

 

 

I, _____________________________, do hereby certify that: (Name)

 

•

I have received and carefully read this Code of Business Conduct and Ethics of Dalrada Technology Group, Inc.,

 

•

I understand this Code of Business Conduct and Ethics, and

 

•

I have complied and will continue to comply with the terms of this Code of Business Conduct and Ethics.

 

 

 

 

 

 

 

Date: _______________________________

 

(Signature) ___________________________

 

 

 

EACH EMPLOYEE, OFFICER AND DIRECTOR IS REQUIRED TO
SIGN, DATE AND RETURN THIS CERTIFICATION TO THE HUMAN RESOURCES DEPARTMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO

18 USC, ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

 

I, Brian Bonar, certify that:

 

	1.	I have reviewed this Annual Report on Form 10-K of Dalrada Financial Corporation;
	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedure to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based upon such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

  

Dated: September 29, 2025
/s/ Brian Bonar
Brian Bonar President, Chief Financial Officer, and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT
TO

18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

 

I, Brian Bonar, hereby
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

	(1)	the Annual Report on Form 10-K of Dalrada Financial Corporation for the year ended June 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Dalrada Financial Corporation

 

Dated:  September 29, 2025
		/s/ Brian Bonar
		Brian Bonar
		President, Chief Financial Officer, and Director
		(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)